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VANCOUVER, BC / ACCESS Newswire / April 21, 2026 / Patriot Resources Corp. (TSXV:MAGA.H) (the "Company") announces that further to its press release dated March 27, 2026 that it has amended the terms of its proposed non-brokered private placement that is being conducted in connection with the Company's proposed acquisition of the Liberty Ridge Property as described in the Company's press release dated February 2, 2026 (the "Transaction").

Rather than a non-brokered financing of subscription receipts as announced in the press release dated March 27, 2026, the Company will now undertake a non-brokered private placement of units (the "Units") at $0.50 per Unit to raise aggregate gross proceeds of up to CAD$5,000,000 (the "Financing"). The Financing is being conducted in connection with the Transaction.

Each Unit will be comprised of one common share of the Company (a "Common Share") and one half of one common share purchase warrant (each whole a "Warrant"). Each Warrant will entitle the holder thereof to purchase one common share of the Company at a price of $1.00 per share until the second anniversary of the closing of the Financing (the "Closing"). The Warrants will be subject to an acceleration provision whereby the Company may accelerate the expiry date of such Warrants on 30 days' notice if the Company's shares trade at a volume weighted average price of $1.50 or more for 10 consecutive trading days.

The Common Shares issued pursuant to the Financing will be subject to a voluntary restriction whereby the holder thereof will be restricted from trading such shares, with such restriction expiring as follows: (i) 30% on the date that is 4 months from Closing; (ii) a further 30% on the date that is 8 months from Closing; and (iii) the remaining 40% on the date that is 12 months from Closing.

The net proceeds of the Financing will be used for working capital and general corporate purposes by the Company in connection with the Transaction.

Closing shall occur concurrent with the completion of the Transaction and not before. The Financing is being offered by way of private placement to qualified investors in all provinces of Canada, and in those other jurisdictions where the Financing can lawfully be made, including the United States under applicable private placement exemptions. Canadian subscribers must be "accredited investors" (as defined in National Instrument 45-106 - Prospectus Exemptions) or otherwise qualified under National Instrument 45-106.

All securities issued pursuant to the Financing will be subject to a statutory hold period of four months and one day from the date of Closing in accordance with applicable securities laws.

The Company may pay finder's fees in cash and/or securities to certain arm's length finders engaged in connection with the Financing.

The closing of the Financing, including the payment of any cash fees or securities to finders, is subject to the approval of the Canadian Securities Exchange in connection with their approval of the Transaction.

For the avoidance of doubt the Closing will not occur as long as the Company's common shares are listed on the NEX Board of the TSXV, from which the Company will seek to delist its common shares as part of the Transaction.

The Transaction, and therefore the Financing may not close as currently contemplated or at all.

Addition to Board of Directors

The Company further wishes to announce that it has appointed Mr. Jason Latkowcer to its board of directors (the "Board").

Jason Latkowcer is an accomplished executive with over 14 years of experience spanning corporate and business development, capital markets, and strategic partnerships. Throughout his career, Jason has facilitated multiple transformative transactions and strategic expansions, and has been directly involved in raising tens of millions of dollars in financing and non-dilutive grant funding.

Jason holds a Bachelor of Arts from the University of Ottawa and an Executive MBA from the Quantic School of Business and Technology. His track record includes advancing one of the top 10 largest lithium deposits in the United States to a Mineral Resource Estimate, underscoring his hands-on expertise in critical minerals development in Nevada.

Upon the appointment of Mr. Latkowcer, the Company currently has five directors being Ms. Fiona Keating, CEO of the Company, Mr. Dominic Stann, Mr. Ryan Cheung, CFO of the Company, Mr. Avrom Howard and Mr. Latkowcer. Mr. Latkowcer has been appointed to the Audit Committee of the Company to replace Fiona Keating.

The appointment of Mr. Latkowcer is subject to the approval of the TSXV.

For further information, please contact:

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.

Cautionary Statement Regarding Forward Looking Information

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or the Company's future performance. The use of any of the words "could", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. Actual results and developments may differ materially from those contemplated by forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information. The statements made in this press release are made as of the date hereof. The Company disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.

SOURCE: Patriot Resources Corp.