Toronto, Ontario--(Newsfile Corp. - January 29, 2026) - St. Davids Capital Inc. (TSXV: SDCI.P) ("SDCI" or the "Company") is pleased to announce that further to its news releases of July 10, 2025 and September 24, 2025, regarding its proposed qualifying transaction with Thistle Resources Corp. ("Thistle") (the "Qualifying Transaction"), it has filed a filing statement that is dated effective January 29, 2026, (the "Filing Statement") with the TSX Venture Exchange (the "TSXV") and on the Company's SEDAR+ profile at www.sedarplus.ca. Additional information in respect of the Qualifying Transaction and the Company can be found in the Filing Statement.

The completion of the Qualifying Transaction is subject to a number of conditions, including, but not limited to, receipt of all required regulatory approvals, including final approval of the TSXV and satisfaction of other customary closing conditions. Assuming all conditions are satisfied, closing of the Qualifying Transaction is expected to occur in February 2026.

The Company, upon and subject to completion of the Qualifying Transaction (the "Resulting Issuer"), is expected to change its name to "Thistle Resources Inc." and trade on the TSXV under the symbol "TRCG" as a Tier 2 mining issuer. Final acceptance of the Qualifying Transaction will occur upon the issuance of a final exchange bulletin (the "Exchange Bulletin") which will provide the proposed date on which the Company's common shares will resume trading. Until such time, in accordance with the policies of the TSXV, the Company's common shares are currently halted from trading and will remain so until such time as required by TSXV policies.

Concurrent Financing

Concurrently with closing of the Qualifying Transaction, the Company will complete a brokered private placement (the "Private Placement"), on a best-efforts basis. The Private Placement will consist of non-flow-through units ("NFT Units"), flow-through units (the "FT Units") and charity flow-through units (the "Charity FT Units", and together with the NFT Units and FT Units, collectively, the "Units") sold at an issue price of: (i) $0.20 per NFT Unit, (ii) $0.25 per FT Unit, and (iii) $0.30 per Charity FT Unit, respectively, for minimum gross proceeds of $2,500,000 and maximum gross proceeds $3,500,000. Each Unit is comprised of one common share of the Resulting Issuer ("Resulting Issuer Share") and one warrant exercisable to purchase one Resulting Issuer Share ("Concurrent Financing Warrant") for a period of two years at an exercise price of $0.30 per share. Each FT Unit is comprised of one flow-through share of the Resulting Issuer (the "FT Share") and one Concurrent Financing Warrant. Each Charity FT Unit is comprised of one FT Share and one Concurrent Financing Warrant.

Research Capital Corporation acting as lead agent to SDCI on behalf of a syndicate of agents in connection with the Private Placement (the "Agent"), is entitled to: (i) a cash commission equal to 8.0% of the gross proceeds of the Private Placement (reduced to 4% on gross proceeds raised from investors on the president's list of subscribers provided by SDCI to the Agent (the "President's List")); and (ii) compensation options to purchase NFT Units (the "Compensation Options") equal to 8.0% of the number of Units issued under the Private Placement (reduced to 4% for Units issued to investors on the President's List). Each Compensation Option will entitle the holder thereof to acquire one NFT Unit at a price of $0.20 per NFT Unit until the date which is 24 months following the closing date of the Private Placement.

Proposed Management and Board of Directors

Upon completion of the Qualifying Transaction, it is anticipated that the current directors and officers of the Company, except for Rocco Racioppo, will resign, and the board of directors and management of the Resulting Issuer will be reconstituted to be comprised of the individuals set forth below.

Patrick J. Cruickshank - Proposed CEO, President and Director of the Resulting Issuer

Mr. Cruickshank received his MBA from the Schulich School of Business at York University in 1989. Mr. Cruickshank has over 20 years of experience from the wealth management sector working for Merryll Lynch, Legg Mason, and Citigroup Capital Markets, where he focused on creating and protecting wealth while specializing in funding growth companies. Mr. Cruickshank was an NFLPA Advisor from 2000 to 2012, until transitioning into Private Equity. Since 2012, Mr. Cruickshank has specialized in establishing and growing companies, driving shareholder value through a long-term business strategy from inception to growth to exit. Mr. Cruickshank has been the current CEO of Fiddlehead Mining Corp. since 2019 and serves as a director on a number of private companies including: Atacama Copper Exploration (Canada & Chile); Royal Stewart Resources Corp. (NB, Canada); and Minotaur Atlantic Exploration Ltd (NS, Canada). Mr. Cruickshank also often speaks at Resource Summits in Canada, Chile, Peru, London & Germany, and is an active Panel Guest Speaker of the Toronto Stock Exchange Venture (TSX-V) & the Santiago Stock Exchange (SSE) Industry Events.

Remantra Sheopaul - Proposed CFO and Corporate Secretary of the Resulting Issuer

Mr. Sheopaul presently works with Marrelli Support Services Inc. ("MSSI"), which provides chief financial officer, accounting, regulatory, compliance and management advisory services to numerous issuers on the Toronto Stock Exchange, TSX Venture Exchange and other Canadian and U.S. exchanges. Mr. Sheopaul has a focus on building strong relationships with clients to understand and anticipate their needs.

In his role with MSSI, Mr. Sheopaul has been regularly involved in initial public offerings, analysis of complex accounting transactions, and assisting non-public and public clients regarding IFRS disclosure and compliance matters. Mr. Sheopaul acts as the chief financial officer to several issuers on the TSX Venture Exchange and CSE.

Prior to his tenure with MSSI, he was employed with a public accounting firm based in Toronto for the past several years, three of which were spent managing audits for medium sized TSX Venture clients ranging from junior mining companies to real estate investments trusts based in Canada and the United States.

Gary Lohman - Proposed Chief Operating Officer and Director of the Resulting Issuer

Mr. Lohman received his B.Sc. in Geology from the University of Toronto in 1981. Mr. Lohman has over 40 years of experience in both precious and base metal exploration within the Americas. Mr. Lohman is skilled in geological, geochemical, and geophysical exploration techniques in a wide variety of settings including Volcanogenic Massive Sulphides (VMS), Porphyry & IOCG (Copper/Gold) Style Deposits. Mr. Lohman's experience includes evaluations / research conducted on bonanza grade and bulk tonnage gold-silver properties in Canada, Mexico, California, Ecuador & Chile. Mr. Lohman has also evaluated and conducted research on a variety of Industrial mineral projects including graphite, titanium, zeolites and building stone. Mr. Lohman is the President of Atacama Copper Exploration Limited in Chile and also holds several board positions on a number of private companies in Canada including: Atacama Copper Exploration Limited; Minotaur Atlantic Exploration Limited; Royal Stewart Resources Corp.; and Fiddlehead Mining Corp.

Jonathan Holmes - Proposed Director of the Resulting Issuer

Mr. Holmes is a Partner at DIG Media Inc., the Vancouver-based parent company of Investing News Network ("INN"). With over 15 years at INN, he has played a key role in the company's capital markets strategy and international expansion.

A co-founder of INN Australia, Mr. Holmes served as Managing Director from 2021 to 2025, working closely with ASX-listed companies on corporate development and investor relations before returning to Canada to focus on INN's expansion into the UK markets. He was also a founder and director of Reem Capital Corp. (TSXV: REEM), a Capital Pool Company that completed its qualifying transaction with Seegnal Inc. (TSXV: SEGN) in August 2025. Mr. Holmes joined the board of directors of Nine Mile Metals, listed on the CSE, and currently serves as a Director.

Mr. Holmes has worked with over 200 publicly listed companies in North America, Australia, and the UK, specializing in venture capital markets, investor relations, and strategic marketing. He holds a Bachelor of Arts degree from the University of Western Ontario and has completed further studies in business writing, public relations, and marketing at Simon Fraser University.

Kevin Hicks - Proposed Director of the Resulting Issuer

Mr. Hicks received a B.Sc. in Electrical Engineering from Oklahoma State University in 1982 and a Master's of Electrical Engineering from Oklahoma State University in 1992. Over his 38-year career at Halliburton Corporation, Mr. Hicks held various roles ranging from budgetary manager, consultant to various application development projects, and other information technology related positions. Since 2022, Mr. Hicks has served as the Chairman and CEO of Have Blue Capital Corp., a New Brunswick based investment corporation focused on investment in the Canadian junior mining industry.

Rocco Racioppo - Proposed Director of the Resulting Issuer

Mr. Racioppo graduated in 1980 from the University of Waterloo with a Bachelors of Applied Science (B.A.Sc) Honors degree in Mechanical Engineering. He then moved to Calgary, Alberta to work for Black & McDonald Ltd. as Mechanical Project Manager and Estimator. He returned to Ontario in 1986 and worked for the Electrical and Mechanical Engineering Consulting firm ECE Group. In 1989 he went to work for various design-build construction companies as a Mechanical and Electrical Engineering Manager including Vanbots Construction Corp., Carillion Canada Inc., Aecon Group Inc. (TSX: ARE) and Bird Construction Inc. (TSX: BDT), a leading general contractor providing construction services across Canada. Mr. Racioppo previously served as the Mechanical and Electrical Engineering Manager for First Gulf Corporation, a Toronto-based commercial real estate developer involved in all aspects of real estate development. In 1998 he was the founding Director of Atikokan Resources Inc., a mineral exploration company. Mr. Racioppo served as Chief Operations Officer and Chief Financial Officer of Atikokan Resources Inc. Mr. Racioppo took the company public on the Exchange with a full initial public offering. In 2005, a reverse takeover was arranged of Atikokan Resources Inc. with Silvermet Inc. Silvermet's name was then changed to Global Atomic Corporation (formerly listed on the Exchange; since 2019 listed on the TSX under "GLO") and presently has a market capitalization of approximately $630 million.

Financial Information of Thistle

The financial results of Thistle primarily reflect early-stage exploration and evaluation activities, including property acquisition and holding costs, geological and technical studies, and other expenditures typical of a mineral exploration company.

Investors are cautioned that, except as disclosed in the filing statement, 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 a capital pool company should be considered highly speculative.

There can be no assurance that the Qualifying Transaction will be completed as proposed or at all. The TSXV has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Cautionary Statement Regarding Forward-Looking Information

This news release contains certain forward-looking statements, including statements relating to the Qualifying Transaction and certain terms and conditions thereof, the receipt of all necessary TSXV and securities regulatory authority consents and approvals, the ability to complete the Private Placement and Qualifying Transaction, the Resulting Issuer's ability to qualify as a Tier 2 mining issuer, the duration of the halt in respect of the Company's common shares, and other statements that are not historical facts. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to geological risks, the financial markets generally, the results of the due diligence investigations to be conducted in connection with the Qualifying Transaction, the ability of the Company to complete the Qualifying Transaction or obtain TSXV final acceptance. As a result, the Company cannot guarantee that the Qualifying Transaction will be completed on the terms described herein or at all. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

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 the solicitation of an offer to buy any securities in any jurisdiction. The securities of the Company, Thistle Resources Corp. and the Resulting Issuer 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 (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws unless pursuant to an exemption from such registration.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/282137

Source: St. Davids Capital Inc.