Patriot Resources Reports Conditional CSE Approval for Liberty Ridge Transaction

Patriot Resources Corp. (TSXV:MAGA.H) has received conditional approval from the Canadian Securities Exchange to list its common shares in connection with its proposed acquisition of the Liberty Ridge Property in Elko County, Nevada. The transaction remains subject to shareholder approval, regulatory clearances, financing and other conditions, and has not yet closed.

#Transaction documents filed

Patriot said it has filed a listing statement effective August 31, 2026, a management information circular dated August 20, 2026, and a technical report dated June 24, 2026. The report, titled “Technical Report, Liberty Ridge Property, Elko County, Nevada, USA,” was prepared by Darcy J. Christian, P.Geo., an independent qualified person under National Instrument 43-101.

The proposed transaction is classified as a Fundamental Change under CSE Policy 8. The company has urged shareholders to review the listing statement and information circular, including the risk factors set out in the listing statement.

#Proposed Liberty Ridge acquisition

Under an option agreement to be entered into immediately before closing, Patriot would acquire a 100% interest in 269 contiguous unpatented Bureau of Land Management lode mining claims. The claims cover approximately 5,351 acres in Elko County and are held by Silver Tungsten Discoveries Inc., a wholly owned subsidiary of Tungsten Eagle Development Corp. (TEDC).

The proposed consideration comprises up to 20,000,000 Shares and up to 20,000,000 Consideration Warrants, issued in stages linked to exploration spending and the company’s assessment of exploration results.

At Closing, Patriot would issue 5,000,000 Shares and 5,000,000 Consideration Warrants. Subject to the necessary permits being granted, Patriot would incur not less than $500,000 in exploration expenditures within one year of Closing, focused on obtaining permits and carrying out the work program in the Technical Report.

If Patriot is satisfied with the results of that First Program, acting reasonably and in its sole discretion, it would issue 7,000,000 Shares and 7,000,000 Consideration Warrants within one year of Closing. If that Second Issuance is made, Patriot would, subject to the necessary permits being granted, incur a further not less than $1,000,000 in exploration expenditures within two years of Closing for a maiden drill program. If the company is satisfied with the Final Program’s results, acting reasonably and in its sole discretion, it would issue a further 8,000,000 Shares and 8,000,000 Consideration Warrants.

Patriot may issue all of the Shares and Consideration Warrants at any time, at its sole discretion, in which case the related expenditure requirements would be deemed satisfied. The company is not required to complete the First Program or Final Program, or make the related issuances, if the relevant results do not meet its expectations in its sole discretion.

Each Consideration Warrant would be exercisable for one post-Consolidation Share at $0.50 per Share for two years from the date of grant. TEDC would also receive a 2% net smelter return royalty. Under the proposed royalty agreement, Patriot could purchase 1% of the royalty for USD$1,000,000 and the remaining 1% for a further USD$1,000,000 at any time.

Before Closing and as a condition of the transaction, Patriot proposes to voluntarily delist its Shares from the NEX board of the TSXV, change its name to “Tungsten Eagle Development Corp.” or another name accepted by regulators, and complete a Consolidation on the basis of one post-consolidation Share for every two pre-consolidation Shares.

The Delisting requires final TSXV approval. The Consolidation, the proposed transaction and the CSE Listing require final CSE approval. The Delisting and transaction also require approval from Patriot’s board and shareholders, as well as TEDC’s board.

Patriot’s Shares have been halted from trading since January 30, 2026, and will remain halted until trading is permitted under TSXV and CSE policies.

#Concurrent financing

Patriot also proposes a concurrent non-brokered private placement of a minimum of 10,000,000 and a maximum of 11,000,000 Units at $0.50 per Unit. The financing would generate aggregate gross proceeds of a minimum of $5,000,000 and a maximum of $5,500,000.

Each Unit would contain one Share and one-half of one Concurrent Financing Warrant. Each whole Concurrent Financing Warrant would be exercisable for one Share at $1.00 per Share for two years from issuance, subject to acceleration provisions in favour of the company. The Units would not be subject to the Consolidation.

The financing is subject to CSE approval and would close concurrently with Closing. Patriot will pay cash finder's fees of 7% of gross proceeds raised from investors introduced by certain brokers. As at the date of the Listing Statement, the aggregate amount payable to those brokers was $193,500.

The company said all Shares and Concurrent Financing Warrants issued through the financing, together with all Shares and Consideration Warrants issued to TEDC, will have a statutory hold period of four months and one day from issuance under applicable securities laws. Upon Listing, none of the company’s securities will be subject to escrow.

Shares issued under the Concurrent Financing will also have a voluntary contractual trading restriction. Those Shares would become unrestricted as to 30% four months from issuance, a further 30% eight months from issuance, and the remaining 40% twelve months from issuance.

#Shareholder meeting and required approvals

Patriot will hold an annual general and special meeting at 11:00 a.m. (Vancouver time) on September 21, 2026, at 20th Floor, 885 West Georgia Street, Vancouver, British Columbia. The record date is August 19, 2026. At that date, 86,226,758 Shares were issued and outstanding, with each Share carrying one vote.

Shareholders will vote on the proposed transaction and CSE Listing, the voluntary Delisting, the election of five directors, the appointment of Charlton & Company as auditor, the existing rolling 10% stock option plan, and a 10% rolling omnibus equity incentive plan. The latter plan would provide for stock options, restricted share units, performance share units and deferred share units, and is conditional upon and effective as of completion of the transaction. It is intended to replace the existing stock option plan.

Each matter requires approval by a majority of votes cast by shareholders present in person or represented by proxy. The Transaction Approval Resolution and Delisting Resolution additionally require a majority excluding votes attached to Shares held by promoters, directors, officers and other insiders. Management reported 309,157 Excluded Shares as at the record date.

The transaction can proceed only if both the Transaction Approval Resolution and Delisting Resolution pass. Shareholders do not have dissent rights under the Business Corporations Act (British Columbia) for the matters being considered.

Proxies must be deposited with Endeavor Trust Corporation by 11:00 a.m. (Vancouver time) on September 17, 2026, or at least 48 hours excluding Saturdays, Sundays and statutory holidays before an adjournment or postponement. Non-registered holders must follow any earlier deadline set by their intermediary. Beneficial shareholders in the United States must obtain a valid legal proxy from their intermediary and submit it by the same deadline.

#Property status and exploration plans

Liberty Ridge is described as an early-stage exploration property. No mineral resource or mineral reserve has been established, and there is no certainty that exploration will produce either or lead to an economically viable operation. Historical exploration results have not been verified and may not indicate mineralization on the Property.

A reconnaissance program included rock and soil sampling, with 2,171 soil samples collected. Patriot said the results confirmed historical indications of anomalous tungsten and related elements at several locations. The company has secured a BLM drilling permit covering 27 drill sites in priority target areas, while a Phase 2 field program is planned to include more detailed geological, structural and alteration mapping and sampling.

#Termination rights and completion conditions

The Option Agreement may be terminated by mutual written agreement. Patriot may also terminate it in its absolute discretion before each of the First Issuance, Second Issuance and Final Issuance if it is not satisfied with the corresponding exploration results, effective 10 days after written notice to TEDC.

The agreement would terminate automatically if the CSE rejects the transaction or Consolidation and all appeal rights have been exhausted, or following an uncured material breach by either party of its representations, warranties or covenants.

Completion remains subject to the required shareholder, TSXV and CSE approvals, the Delisting, Name Change and Consolidation, completion of the Concurrent Financing, necessary permits and the other conditions in the Option Agreement. Patriot said there is no assurance that the transaction will be completed as proposed or at all. The release also states that trading in the company’s securities should be considered highly speculative.

#Key Takeaways

Patriot Resources has received conditional CSE approval for the proposed Liberty Ridge transaction, which remains subject to multiple conditions.
The proposed acquisition covers 269 BLM lode mining claims spanning approximately 5,351 acres in Elko County, Nevada.
Consideration could reach up to 20,000,000 Shares and up to 20,000,000 Consideration Warrants, with staged issuances tied to exploration programs.
Shareholders will vote on the transaction and Delisting at 11:00 a.m. (Vancouver time) on September 21, 2026; proxies are due September 17, 2026.
The concurrent financing remains subject to CSE approval and would involve between 10,000,000 and 11,000,000 Units at $0.50 per Unit.

#What has Patriot Resources Corp. announced regarding the proposed transaction?

Patriot Resources Corp. (TSXV:MAGA.H), currently listed on the NEX board of the TSXV under the symbol “MAGA.H”, has received conditional CSE approval to list its common shares in connection with the proposed acquisition of Liberty Ridge from TEDC. The transaction is a Fundamental Change under CSE Policy 8 and remains subject to shareholder, TSXV and CSE approvals, the Delisting, Name Change and Consolidation, the Concurrent Financing and other conditions. There can be no assurance that it will be completed as proposed or at all.

#What is the proposed consideration for the Liberty Ridge Property?

Patriot would acquire a 100% interest in 269 contiguous unpatented BLM lode mining claims covering approximately 5,351 acres. The proposed consideration is up to 20,000,000 Shares and up to 20,000,000 Consideration Warrants. The first issuance at Closing would be 5,000,000 Shares and 5,000,000 Consideration Warrants. Further issuances depend on permits, exploration spending and the company’s assessment of program results. The Option Agreement includes specified termination rights.

#What exploration commitments and property risks are described?

Subject to the necessary permits being granted, Patriot would spend not less than $500,000 within one year of Closing on the First Program. If the Second Issuance is made, it would spend a further not less than $1,000,000 within two years of Closing on a maiden drill program, also subject to permits. The company is not obligated to complete either program or the related issuances if results do not meet its expectations in its sole discretion. Liberty Ridge is early-stage, has no established mineral resource or mineral reserve, and historical exploration results have not been verified.

Before Closing, Patriot proposes to delist from the NEX board of the TSXV, change its name to “Tungsten Eagle Development Corp.” or another approved name, and complete a one-for-two Consolidation. The Delisting requires final TSXV approval, while the Consolidation, transaction and CSE Listing require final CSE approval. Trading has been halted since January 30, 2026 and will remain halted until permitted under applicable exchange policies.

#What are the terms and conditions of the Concurrent Financing?

Patriot proposes to issue a minimum of 10,000,000 and a maximum of 11,000,000 Units at $0.50 per Unit, for aggregate gross proceeds of a minimum of $5,000,000 and a maximum of $5,500,000. Each Unit would include one Share and one-half of one warrant. Each whole Concurrent Financing Warrant would be exercisable for one Share at $1.00 per Share for two years from issuance, subject to acceleration provisions. The Units would not be subject to the Consolidation. The financing requires CSE approval, would close concurrently with Closing, and includes cash finder’s fees of 7% of gross proceeds from certain introduced investors. The amount payable to those brokers was $193,500 as at the Listing Statement date.

#What shareholder approvals and meeting arrangements apply?

The meeting is set for 11:00 a.m. (Vancouver time) on September 21, 2026, with August 19, 2026 as the record date. Shareholders will consider the transaction, CSE Listing, Delisting, director elections, auditor appointment and equity incentive plans. Ordinary resolutions require a majority of votes cast by shareholders present or represented by proxy. The Transaction Approval Resolution and Delisting Resolution also require a majority excluding Excluded Shares, and both must pass for the transaction to proceed. Shareholders have no dissent rights under the Business Corporations Act (British Columbia) for these matters.

#What other obligations, restrictions and risks apply?

TEDC would receive a 2% net smelter return royalty, with the proposed ability for Patriot to purchase 1% for USD$1,000,000 and the remaining 1% for a further USD$1,000,000. Securities issued under the financing and Option Agreement would be subject to a statutory hold period of four months and one day. Financing Shares would also become unrestricted as to 30% four months from issuance, a further 30% eight months from issuance and the remaining 40% twelve months from issuance. Upon Listing, none of the company’s securities would be subject to escrow. The Option Agreement includes mutual termination, exploration-result, regulatory-rejection and uncured-material-breach termination provisions. Further terms and conditions apply, including the required permits, exchange approvals, shareholder approvals and completion of the financing.

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Frequently Asked Questions

Patriot Resources Corp. (TSXV:MAGA.H), currently listed on the NEX board of the TSXV under the symbol "MAGA.H", has received conditional approval from the Canadian Securities Exchange (the "CSE") to list its common shares in connection with its previously announced acquisition of the Liberty Ridge Property in Elko County, Nevada from Tungsten Eagle Development Corp. ("TEDC"). The Transaction is a Fundamental Change under CSE Policy 8 and remains subject to shareholder, TSXV and CSE approvals, completion of the Delisting, Name Change and Consolidation, completion of the Concurrent Financing, and other conditions. There can be no assurance that it will be completed as proposed or at all.

Under the proposed Option Agreement, Patriot would acquire a 100% interest in 269 contiguous unpatented Bureau of Land Management lode mining claims covering approximately 5,351 acres in Elko County, Nevada. The consideration consists of an aggregate of up to 20,000,000 Shares and up to 20,000,000 Consideration Warrants, issued in stages tied to exploration expenditures and the Company's assessment of exploration results. The First Issuance would comprise 5,000,000 Shares and 5,000,000 Consideration Warrants on Closing. Further issuances depend on permits, expenditure requirements and the Company's satisfaction with programme results, and the Option Agreement may be terminated in specified circumstances.

Subject to the necessary permits being granted, the Company will incur not less than $500,000 in exploration expenditures within one year of Closing for the First Program. If the Company makes the Second Issuance, it will, subject to permits, incur a further not less than $1,000,000 within two years of Closing for the Final Program. The Company is not obligated to complete either programme or make the related issuances if results do not meet its expectations, in its sole discretion. Liberty Ridge is described as an early-stage exploration property; no mineral resource or mineral reserve has been established, and there is no certainty that exploration will result in either being delineated or in an economically viable operation. Historical exploration results have not been verified and may not be indicative of mineralisation on the Property.

Prior to and as a condition of Closing, the Company proposes to voluntarily delist its Shares from the NEX board of the TSXV, change its name to "Tungsten Eagle Development Corp." or another accepted name, and complete a Consolidation on the basis of one post-consolidation Share for every two pre-consolidation Shares. Delisting is subject to final TSXV approval, while the Consolidation, Transaction and CSE Listing are subject to final CSE approval. The Shares have been halted from trading since January 30, 2026 and will remain halted until permitted under TSXV and CSE policies.

The Company proposes a concurrent 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 aggregate gross proceeds of a minimum of $5,000,000 and a maximum of $5,500,000. Each Unit would comprise one Share and one-half of one Concurrent Financing Warrant, with each whole warrant 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. The financing is subject to CSE approval and would close concurrently with Closing. The Company will pay cash finder's fees of 7% of gross proceeds raised from investors introduced by certain brokers; as at the date of the Listing Statement, the aggregate amount payable to those brokers was $193,500. The financing may not be completed in the amounts or on the terms anticipated.

The annual general and special meeting is scheduled for 11:00 a.m. (Vancouver time) on September 21, 2026, with a Record Date of August 19, 2026. Shareholders will be asked to approve the Transaction, including the acquisition and CSE Listing, and the voluntary Delisting, as well as other matters including director elections, auditor appointment and equity incentive plans. Each resolution requires approval by a majority of votes cast by shareholders present in person or represented by proxy. The Transaction Approval Resolution and Delisting Resolution also require a majority excluding votes attached to Excluded Shares. The Transaction can only proceed if both resolutions pass. Shareholders are not entitled to dissent rights under the Business Corporations Act (British Columbia) for the matters considered at the Meeting.

The Company will grant TEDC a 2% net smelter return royalty on the Property. The royalty agreement will provide for the purchase of 1% of the royalty for USD$1,000,000 and the remaining 1% for a further USD$1,000,000 at any time. Shares and warrants issued under the Concurrent Financing and the Option Agreement will be subject to a statutory hold period of four months and one day from issuance. Concurrent Financing Shares will also become unrestricted as to 30% four months from issuance, a further 30% eight months from issuance and the remaining 40% twelve months from issuance. The Option Agreement may be terminated by mutual agreement, by the Company in specified circumstances before the relevant issuances, automatically if the CSE rejects the Transaction or Consolidation after appeal rights are exhausted, or automatically following an uncured material breach. The release states that trading in the Company's securities should be considered highly speculative and that market, commodity price and geopolitical conditions may change.

Patriot Resources Reports Conditional CSE Approval for Proposed Liberty Ridge Transaction