Ms. Fiona Keating reports
PATRIOT RESOURCES PROVIDES CORPORATE UPDATES
Patriot Resources Corp. today wishes to provide the following corporate updates.
Annual general and special meeting
The company will hold its 2025 annual general and special meeting of its shareholders on the 20th floor of 885 West Georgia St., Vancouver, B.C., V6C 3E8, at 11 a.m. Vancouver time on Dec. 18, 2025. The meeting will be an in-person-only meeting.
The notice of meeting, management information circular, financial statements request form, form of proxy and voting instruction form in respect of the meeting will be mailed to shareholders and posted on the company's profile on SEDAR+ not later than Nov. 27, 2025.
Shareholders of record as of Nov. 13, 2025, are entitled to vote their shares of the company at the meeting. The company encourages its shareholders to vote in advance of the meeting using the instructions on the voting instruction form or the form of proxy that will be mailed to them with the materials. Shareholders are reminded that proxies must be received by 11 a.m. Vancouver time on Dec. 16, 2025.
Director and management
Arthur Kwan resigned as a director of the company effective Oct. 7, 2025, as he has been appointed to a position that does not allow him to serve on outside boards. In addition, Chelsea Rusche resigned as president and chief operating officer of the company on Sept. 3, 2025.
The company would like to thank Mr. Kwan and Ms. Rusche for their contributions to the company and wishes them the best in the future.
Mr. Kwan has been replaced on the board of directors by Ryan Cheung, the company's chief financial officer, effective Nov. 12, 2025.
Upon the appointment of Mr. Cheung, the company currently has four directors, being Fiona Keating, chief executive officer of the company, Dominic Stann, Quentin Mai and Mr. Cheung. Ms. Keating has been appointed to the audit committee of the company to replace Mr. Kwan.
The appointment of Mr. Cheung is subject to the approval of the TSX Venture Exchange.
Change of auditor
The company has, effective Nov. 17, 2025, approved the appointment of Charlton & Company, chartered professional accountants, as the company's new auditor, to hold office until the meeting at which Charlton will be nominated for reappointment by the shareholders of the company. The appointment of Charlton has been approved by the board and the company's audit committee.
The company's former auditor, Davidson & Company LLP, resigned effective Nov. 17, 2025. Davidson's reports with respect to the company's financial statements for the fiscal years ended Dec. 31, 2023, and Dec. 31, 2024, did not contain a modified opinion.
The company's reporting package, including the notice of change of auditor, together with the required letters from Charlton and Davidson, each prepared in accordance with Section 4.11 of National Instrument 51-102, will be available on the company's SEDAR+ profile.
Shares for debt
Further to its news release dated Aug. 15, 2025, the company has received the final approval of the TSX-V for a reduced share-for-debt settlement than previously proposed by the company.
The company has, as of Nov. 26, 2025, converted $388,333.08 of debt owing to certain directors, former directors and a former officer with respect to owing but unpaid fees into 2,157,406 common shares of the company at a price of 18 cents per share.
The shares issued pursuant to the debt settlement will be subject to a hold period of four months and one day from the date of issuance, such hold expiring on March 27, 2026.
As certain of those persons receiving shares pursuant to the debt settlement are considered insiders by virtue of their being directors of the company, the debt settlement is considered a related party transaction pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on the formal valuation exemption in Section 5.5(a) of MI 61-101 and upon the minority approval exemption in Section 5.7(1)(a) of MI 61-101 on the basis that, at the time the debt settlement was agreed, neither the fair market value of the fair market value of the debt settlement, nor the fair market value of the consideration therefor, insofar as it involves related parties will exceed 25 per cent of the company's market capitalization as determined in accordance with MI 61-101.
We seek Safe Harbor.
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