St. Davids Capital Inc. and Thistle Resources Corp. Enter Definitive Agreement for Qualifying Transaction

St. Davids Capital Inc. (TSXV: SDCI.P) (‘St. Davids‘ or the ‘Company‘) and Thistle Resources Corp. (‘Thistle‘) are pleased to announce that, further to the news release dated July 10, 2025, they have entered into a definitive acquisition agreement dated September 15, 2025 (the ‘Acquisition Agreement‘) in respect of the previously announced arm’s length ‘qualifying transaction’ (the ‘Qualifying Transaction‘), as such term is defined in Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the ‘TSXV‘) Corporate Finance Manual. In this news release, the term ‘Resulting Issuer‘ refers to the Company after the closing of the Qualifying Transaction.

Thistle Resources Corp.

Thistle is incorporated pursuant to the Business Corporations Act (Ontario) (the ‘OBCA‘) on September 1, 2017. Thistle has focused on critical minerals exploration in the Bathurst Mining Camp, New Brunswick, Canada. Thistle utilizes cutting edge technology paired with AI and proprietary algorithms to advance its project portfolio and increase shareholder value.

Key Terms of the Acquisition Agreement and Qualifying Transaction

On September 15, 2025, the Acquisition Agreement in respect of the Qualifying Transaction was entered into by the Company, Thistle and 1001354705 Ontario Inc. (‘Subco‘), a wholly-owned subsidiary of the Company incorporated for the purpose of completing the Amalgamation (as defined herein).

The Acquisition Agreement provides for, among other things, a three-cornered amalgamation under the OBCA, among the Company, Thistle, and Subco (the ‘Amalgamation‘), pursuant to which, among other things:

• Thistle will amalgamate with Subco under Section 174 of the OBCA to form one corporation;

• each common share of Thistle (each, a ‘Thistle Share‘) outstanding immediately prior to the effective time (the ‘Effective Time‘) of the closing of the Qualifying Transaction that is held by a shareholder of Thistle (a ‘Thistle Shareholder‘) will be exchanged for one (1) common share of the Company (the ‘Common Shares‘); and

• all convertible securities of Thistle outstanding immediately prior to the Effective Time will be cancelled and replaced with equivalent convertible securities of the Resulting Issuer, entitling the holders thereof to acquire Common Shares in lieu of Thistle Shares.

In addition, prior to the Effective Time, the Company intends to effect a change of its corporate name to ‘Thistle Resources Inc.’ or such other name as determined by Thistle and is acceptable to the applicable regulatory authorities (the ‘Name Change‘).

The Amalgamation will result in the reverse takeover of the Company by Thistle Shareholders and will constitute the Company’s ‘qualifying transaction’.

Upon completion of the Qualifying Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2 Mining Issuer on the TSXV (as defined by the policies of the TSXV).

The closing of the Qualifying Transaction will be subject to the receipt of all requisite regulatory approvals (including the approval of the TSXV), requisite shareholder approvals and the satisfaction of other customary conditions.

For additional information relating to the terms of the Qualifying Transaction, please refer to a copy of the Acquisition Agreement, which will be filed and made available in due course on SEDAR+ (www.sedarplus.ca) under the Company’s issuer profile, as well as the news release dated July 10, 2025, which is available on SEDAR+ (www.sedarplus.ca) under the Company’s issuer profile. Additional information regarding the proposed Name Change and other corporate ancillary matters to be considered at the special meeting of shareholders on November 10, 2025 (the ‘Meeting‘) will be available in the Company’s management information circular to be filed in due course on SEDAR+ (www.sedarplus.ca) under the Company’s issuer profile.

Financing

In connection with and as a condition to the Qualifying Transaction, the Company intends to complete an equity financing (the ‘Financing’) to be completed concurrently with the closing of the Qualifying Transaction through a private placement of: (i) non-flow through units (the ‘NFT Units‘) at an issue price of $0.20 per NFT Unit, with each NFT Unit comprised of one share of the Company and one warrant (‘Warrant‘), with each whole Warrant exercisable into one share of the Resulting Issuer for a period of two years at an exercise price of $0.30 per share; (ii) flow through units (the ‘FT Units‘) at an issue price of $0.25 per FT Unit, comprised of one flow through share of the Company (the ‘FT Share‘) and one Warrant; and (iii) charity flow through-units (the ‘Charity FT Units‘, and together with the NFT Units and FT Units, collectively the ‘Units‘) at an issue price of $0.30 per Charity FT Unit, comprised of one FT Share and one Warrant, for gross proceeds of a minimum of $1,750,000 and a maximum of $3,500,000 (the ‘Private Placement‘). The Financing is subject to approval of the TSXV.

The Company has engaged Research Capital Corporation (‘RCC‘) to serve as lead agent on a commercially reasonable best-efforts basis in connection with the Private Placement. The securities will be sold to ‘accredited investors’ pursuant to exemptions from prospectus requirements under Canadian securities laws and/or in jurisdictions other than Canada that are mutually agreed to by the Company and RCC.

The Company has granted RCC an option, exercisable in whole or in part by RCC by giving notice to the Company at any time up to 48 hours prior to the closing of the Private Placement to sell up to an additional number of Units equal to 15% of the base Private Placement size at the issue price of such Units.

RCC will be paid a cash fee (the ‘Agent’s Fee‘) of 8.0% of the gross proceeds of the Private Placement. Notwithstanding the foregoing, the Agent’s Fee will be reduced to 4.0% for gross proceeds received by certain parties identified by Thistle (the ‘President’s List‘). RCC will also be granted a number of compensation warrants (the ‘Compensation Warrants‘) equal to 8.0% of the number of Units issued to investors in the Private Placement (reduced to 4.0% for President’s List subscribers). Each Compensation Warrant will be exercisable for one unit (the ‘Compensation Units‘) at an exercise price of $0.20 per Compensation Unit for a period of 24 months following the closing date of the Private Placement with each Compensation Unit comprised of one share and one Warrant. RCC will receive a corporate finance services fee of $50,000 on completion of the Private Placement.

The net proceeds of the Private Placement will be used for exploration expenses on Thistle’s mining projects and working capital and general corporate purposes.

St. Davids Capital Inc.

St. Davids was incorporated under the Business Corporations Act (Ontario) on August 4, 2021 and is a Capital Pool Company (as defined in the policies of the TSXV) listed on the TSXV. St. Davids has no commercial operations and no assets other than cash.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements that constitute ‘forward-looking information’ (‘forward-looking information‘) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates, and projections as of the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events, or performance (often but not always using phrases such as ‘expects’, ‘does not expect’, ‘is expected’, ‘anticipates’ or ‘does not anticipate’, ‘plans’, ‘budgets’, ‘schedules’, ‘forecasts’, ‘estimates’, ‘believes’ or ‘intends’ or variations of such words and phrases or stating that certain actions, events, or results ‘may’ or ‘could’, ‘would’, ‘might’ or ‘will’ be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.

In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions, including that the Private Placement will be completed on acceptable terms and all applicable shareholder and regulatory approvals for the Qualifying Transaction will be received. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include but are not limited to: availability of financing; delay or failure to receive board, shareholder, or regulatory approvals; and general business, economic, competitive, political, and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information, or otherwise.

For further information, please contact:

St. Davids Capital Inc.
Rocco Racioppo
rocrac80@gmail.com

Thistle Resources Corp.
Patrick J. Cruickshank
patrick@thistleresources.com

All information provided in this press release relating to Thistle has been provided by management of Thistle and has not been independently verified by management of the Company.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to TSXV acceptance. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement (or other applicable disclosure document) of St. Davids to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of St. Davids should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Qualifying Transaction and has not approved or disapproved of 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 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.

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