Distel is recorded on the basis of the Business Corporations Act (Ontario) (the “Foreign“) On 1 September 2017. Thistle focused on critical minerals exploration in the Bathurst Mining Camp, New Brunswick, Canada. Thistle uses advanced technology in combination with AI and own algorithms to promote his project portfolio and to increase the shareholder value.
Most important conditions of the acquisition agreement and qualification transactions
On September 15, 2025, the acquisition agreement with regard to the qualification transaction was entered into by the company, Thistle EN 1001354705 Ontario Inc. (“Subco“), A complete subsidiary of the company that has been admitted with the aim of completing the fusion (as defined in it).
The Acquisition Agreement provides, among other things, a three-corner merger under the OBCA, under the company, Thistle and Subco (the “Merger“), among other things:
- Thistle will merge with Subco under section 174 of the OBCA to form one company;
- every usual share of thistle (each, one “Distle sharing“) Immediately prior to the effective time (the”Effective time“) From the closure of the qualification transaction held by a shareholder of Thistle (A”Thistle shareholder“) will be exchanged for one (1) common share of the company (the”Ordinary sharesAnd and
- All convertible effects of Distel are canceled immediately prior to the effective time and replaced by equivalent convertible effects of the resulting issue, which give the holders thereof to acquire ordinary shares instead of of thistle shares.
In addition, prior to the effective time, the company is planning to achieve a change in its company name to “Thistle Resources Inc.” or another name as determined by Distel and is acceptable to the applicable regulatory authorities (the “Name change“).
The merger will result in the reverse takeover of the company by thistle shareholders and will form the “qualification transaction” of the company.
After completion of the qualification transaction, it is expected that the resulting issue will be mentioned as a Tier 2 -my -publisher on the TSXV (as defined by the TSXV policy).
The closure of the qualification transaction will be subject to the receipt of all required legal approvals (including the approval of the TSXV), required approvals of shareholders and the satisfaction of other usual conditions.
Consult a copy of the acquisition agreement for more information regarding the conditions of the qualification transaction, which is submitted and made available in due course about Sedar+ (www.sedarplus.ca) Under the company’s EXTENT PROFILE, as well as the press release of 10 July 2025, which is available on Sedar+ (www.sedarplus.ca) Under the company’s issue profile. Additional information about the proposed name change and other company adjustments that should be considered on November 10, 2025 during the special meeting of shareholders (the “Meeting“) will be available in the management information of the company that must be submitted in due course on Sedar+ (www.sedarplus.ca) Under the company’s issue profile.
Financing
In connection with and as a condition for the qualification transaction, the company is planning to complete a stock financing (the “financing”) to be completed simultaneously with the closure of the qualification transaction by a private placement of: (i) non-flow by units (the “NFT -Units“) For an issue of $ 0.20 per NFT unit, with each NFT unit consisting of one share of the company and one order (“Bite“), with each entire order exercised in one share of the resulting issue for a period of two years at a exercise price of $ 0.30 per share; (II) electricity through units (the”Ft units“) For an issue of $ 0.25 per FT unit, consisting of one electricity through the company’s share (the”Ft share“) And one order; and (iii) charity institution by the units (the”Charity ft units“, and together with the NFT units and FT units, jointly the”Units“) For an issue of $ 0.30 per charity unit, consisting of one FT share and one order, for gross yield of at least $ 1,750,000 and a maximum of $ 3,500,000 (the”Private placement“). The financing is subject to approval from the TSXV.
The company has engaged Research Capital Corporation (“RCC“) To serve as a main agent on a commercially reasonable best-living basis in connection with private placement. The effects will be sold to” accredited investors “in accordance with exemptions of prospectus requirements under the Canadian securities laws and/or in law areas that have been agreed other than Canada by the company and RCC.
The company has granted RCC an option, in whole or in part by RCC exercised by the company at any time up to 48 hours prior to the closure of private placement to an additional number of units that are equal to 15% of the basis of the basic price of the issue of such units.
RCC receives a cash reimbursement (the “Agent’s fee“) From 8.0% of the gross yield of the private placement. Notwithstanding the foregoing, the agent’s reimbursement is reduced to 4.0% for gross revenues identified by certain parties by Thistle (the”President’s List“). RCC also gets a number of compensation statements (the”Compensation Warrants“) equal to 8.0% of the number of units issued to investors in private placement (reduced to 4.0% for the list of President’s list). Each compensation level can be exercised for one unit (the”Compensation -Units“) At a exercise price of $ 0.20 per compensation unit for a period of 24 months after the closing date of the private placement with each compensation unit consisting of one share and one warrant. RCC receives a company financing authorization for $ 50,000 after completion of private placement.
The net proceeds from the private placement will be used for exploration costs on the mining projects of Thistle and working capital and general business purposes.
St. Davids Capital Inc.
St. Davids was recorded under the Business Corporations Act (Ontario) on August 4, 2021 and a Capital Pool Company (as defined in the TSXV policy) is mentioned on the TSXV. St. Davids has no commercial activities and no assets other than cash.
Warning comment about Future -oriented Information
This press release contains statements that “future -oriented information” (“(“Future -oriented information“) Within the meaning of the applicable legislation on Canadian effects. All statements, other than statements of the historical fact, are future-oriented information and are based on expectations, estimates and projections on the date of this press release. Every statement that does not always use predictions, expectations, plans, non-expectations, assumptions, or performance,” “. expected “,” anticipates “or” does not anticipate “,” plans “,” budgets “,” schedules “,” forecasts “,” Estimates “,” believes “or” intends “or variations of Such Words and Phrases or Stating that COULDS” COULD, “,”, ” “Might” or “will” be tasks to occur or be achieved) are not statements of historical fact and may be forward-looking information.
When disclosing the future-oriented information in this press release, the company made certain assumptions, including that private placement will be completed on acceptable conditions and all applicable shareholders and legal approvals for the qualification transaction are received. Although the company is of the opinion that the expectations that are reflected in such future -oriented information are reasonable, it cannot provide certainty that the expectations of future -oriented information will be correct. Well -known and unknown risks, uncertainties and other factors can lead to the actual results and future events from different differences of those expressed or implied by such future -oriented information. Such factors include but are not limited to: availability of financing; Delay or not receiving administration, shareholder or legal approvals; and general business, economic, competitive, political and social uncertainties. Accordingly, readers are not allowed to place unnecessary dependence on the future -oriented information in this press release. Except as legally required, the company accepts an intention and does not accept an obligation to update future -oriented information or to revise the actual results, either as a result of new information, future events, changes in assumptions, changes in factors that influence such future -oriented information, or otherwise.
For more information, contact:
St. Davids Capital Inc.
Rocco Racoppo
rocrac80@gmail.com
Thistle Resources Corp.
Patrick J. Cruickshank
patrick@thistleresources.com
All information provided in this press release with regard to Distel has been provided by Distel’s management and is not independently verified by the management of the company.
Completion of the qualification transaction is subject to a number of conditions, including but not limited to TSXV acceptance. If applicable, the qualification transaction cannot close until the required approval of the shareholders has been obtained. There can be no certainty that the qualification transaction will be completed as proposed or not at all.
Investors are warned that, apart from St. Davids, as announced in the archiving statement (or other applicable disclosure document) to prepare in connection with the qualification transaction, information that is released or received with regard to the qualification transaction may not be accurate or complete and should not be invoked. The trade in the effects of St. Davids must be considered very speculative.
The TSXV has in no way passed on the earnings of the qualification transaction and has not approved or rejected the content of this press release.
Neither the TSXV nor its regulation services provider (because that term is defined in the policy of the TSXV) accepts the responsibility for the adequacy or accuracy of this release.
This press release is not an offer to sell or an offer from an offer to buy one of the effects in the United States. The effects are and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”) or any state effect laws and may not be offered or sold within the United States or to American persons, unless registered under the US Securities Act and the applicable State Laws or Exemption from an exemption.
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