The TSX Venture Exchange has accepted for filing St. Davids Capital Inc.'s qualifying transaction (QT), as described in its filing statement dated Jan. 29, 2026. As a result, at the opening on Tuesday, May 5, 2026, the company will no longer be considered a capital pool company (CPC). The QT includes the following.

The QT was completed by way of a three-cornered amalgamation under the Business Corporations Act (Ontario) among the company, Thistle Resources Corp. (TRC) and 1001354705 Ontario Inc., a wholly owned subsidiary of the company incorporated for the purposes of completing the amalgamation. Pursuant to the amalgamation, the company acquired all of the issued and outstanding securities of TRC, resulting in TRC becoming a wholly owned subsidiary of the company. As consideration for the acquisition of TRC, the company issued an aggregate of 40,156,486 common shares.

After giving effect to the QT, including the completion of the concurrent financing, there are an aggregate of 60,658,093 common shares issued and outstanding.

As a result of the QT, 27,674,821 common shares are subject to Tier 2 escrow agreement and 2,901,000 common shares are subject to the CPC escrow agreement.

For further information, please refer to the company's filing statement dated Jan. 29, 2026, and to the company's news release dated April 29, 2026.

In addition, the exchange has accepted for filing the following.

Private placement -- non-brokered

Concurrently with the completion of the QT, the company closed a non-brokered private placement.

Financing type:  non-brokered private placement

Gross proceeds:  $3,422,121

Offering:  15,423,107 units, comprising: (i) 8,673,107 non-flow-through (NFT) units; and (ii) 6.75 million flow-through (FT) units (Each NFT unit consists of one common share and one warrant, exercisable to acquire one common share. Each FT unit consists of one flow-through common share and one warrant.)

Offering price:  20 cents per NFT unit; 25 cents per FT unit

Warrant exercise terms:  30 cents per common share for a two-year period

Commissions in securities:  446,965 finders' options

Commission terms:  Each finder's option entitles the holder to acquire one NFT unit at a price of 20 cents per NFT unit for a period of two years following closing of the concurrent financing.

Disclosure:  Refer to the company's news release dated April 29, 2026.