Tungsten Eagle Development completes fundamental change, closes $5,000,000 financing | Strikepoint News
CorporateTungsten Eagle Development Corp. (CSE:MAGA)September 29, 2026 at 7:45 PM EDT
Tungsten Eagle Development completes fundamental change, closes $5,000,000 financing
Source:Access Newswirevia QuoteMedia
silver
Key facts
C$5M PP
C$0.5/unit
+0.5 wt @ C$1 / 24mo
Sep 29 close
VANCOUVER, BC / ACCESS Newswire / September 29, 2026 / Tungsten Eagle Development Corp. (formerly Patriot Resources Corp.) (the " Company ") (CSE:MAGA) is pleased to announce that it has completed its previously announced fundamental change transaction (the " Transaction "), pursuant to which the Company, through its wholly-owned subsidiary Tungsten Eagle (U.S.A.) Ltd. (" Subco "), has been granted an option to acquire a 100% interest in the Liberty Ridge Property, comprising 269 unpatented lode mining claims in Elko County, Nevada (the " Liberty Ridge Property "). In connection with the Transaction, the Company has consolidated its common shares (the " Shares "), changed its name to "Tungsten Eagle Development Corp.", closed a concurrent private placement for gross proceeds of $5,000,000, and received final approval to list the Shares on the Canadian Securities Exchange (the " CSE "). The Shares will commence trading on the CSE under the symbol "MAGA" at market open on September 30, 2026. All dollar amounts in this news release are in Canadian dollars unless otherwise indicated.
"Completing this transaction and listing on the CSE is an important milestone for Tungsten Eagle. With the Concurrent Financing closed, we are funded to begin work at Liberty Ridge, and our immediate focus is on permitting and the first phase of exploration on the property. I would like to thank our shareholders for their support through the transaction, and I welcome our new shareholders," said Fiona Keating, Chief Executive Officer of the Company.
Share Consolidation and Name Change
Effective September 29, 2026, the Company consolidated its Shares on the basis of one (1) post-consolidation Share for every two (2) pre-consolidation Shares (the " Consolidation ") and changed its name from "Patriot Resources Corp." to "Tungsten Eagle Development Corp." (the " Name Change "). The Consolidation reduced the number of issued and outstanding Shares from 86,226,758 to 43,113,419 Shares, before giving effect to the Transaction and the Concurrent Financing (as defined below).
The new CUSIP number for the Shares is 899741102 and the new ISIN is CA8997411027. Registered shareholders holding certificated shares will receive a letter of transmittal from Odyssey Trust Company, the Company's transfer agent, with instructions for exchanging their existing share certificates. Shareholders who hold their Shares by DRS or through a broker or other intermediary do not need to take any action.
Option Agreement
The Company, Subco, Silver Tungsten Discoveries Corp. (formerly Tungsten Eagle Development Corp.) (the " Vendor ") and Silver Tungsten Discoveries Inc., a wholly-owned subsidiary of the Vendor, entered into an option agreement dated September 29, 2026 (the " Option Agreement "), which supersedes the binding letter of intent dated January 29, 2026. The Vendor is an arm's length party to the Company. Under the Option Agreement, Subco may acquire a 100% interest in the Liberty Ridge Property by:
the Company issuing to the Vendor (or its nominees) 5,000,000 Shares and 5,000,000 Share purchase warrants (the " Consideration Warrants ") on closing of the Transaction (the " Initial Issuance "), which issuance has now been completed;
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subject to necessary permits being granted, incurring not less than $500,000 in exploration expenditures on the Liberty Ridge Property within one year;
if the Company is satisfied with the results of that program, issuing a further 7,000,000 Shares and 7,000,000 Consideration Warrants within one year;
subject to necessary permits being granted, incurring an additional $1,000,000 in exploration expenditures on a maiden drill program within two years; and
if the Company is satisfied with the results of the drill program, issuing a final 8,000,000 Shares and 8,000,000 Consideration Warrants.
Each Consideration Warrant entitles the holder to acquire one Share at a price of $0.50 for two years from its date of issuance. On exercise of the option, the Vendor (or its nominee) will be granted a 2% net smelter returns royalty on the Liberty Ridge Property, of which the Company may repurchase 1% for US$1,000,000 and the remaining 1% for a further US$1,000,000. The Company may accelerate any of the share and warrant issuances at its discretion, and is not obligated to complete any exploration program or subsequent issuance.
Concurrent Financing
Concurrently with completion of the Transaction, the Company closed a non-brokered private placement (the " Concurrent Financing ") of 10,000,000 units (the " Units ") at a price of $0.50 per Unit for gross proceeds of $5,000,000. Each Unit consists of one Share and one-half of one Share purchase warrant (each whole warrant, a " Financing Warrant "). Each Financing Warrant entitles the holder to acquire one Share at a price of $1.00 for two years from the date of issuance, subject to acceleration, if, at any time the volume weighted average price of the Shares on the CSE is equal to or greater than $1.50 for 10 consecutive trading days, the Company may accelerate the expiry date of the Financing Warrants to the date that is 30 days following notice to the holders. The Financing Warrants are governed by a warrant indenture between the Company and Endeavor Trust Corporation.
In connection with the Concurrent Financing, the Company paid cash finder's fees totaling $145,401.27 to certain arm's length finders, being 7% of the gross proceeds from subscribers introduced by them.
The Company intends to use the net proceeds of the Concurrent Financing for exploration of the Liberty Ridge Property and for general working capital, as more fully described in the Company's Listing Statement (as defined below).
Hold Periods and Resale Restrictions
All securities issued under the Concurrent Financing and the Initial Issuance are subject to a statutory hold period expiring four months and one day from the date of issuance, being January 30, 2027. In addition, the Shares issued under the Concurrent Financing are subject to a voluntary contractual resale restriction, under which 30% of such Shares will be released four months after issuance, a further 30% eight months after issuance, and the remaining 40% twelve months after issuance.
Related Party Participation
Foxtrot Consulting Inc., a company wholly owned by Fiona Keating, the Chief Executive Officer and a director of the Company, purchased 139,000 Units, and Ryan Cheung, the Chief Financial Officer, Corporate Secretary and a director of the Company, purchased 200,000 Units under the Concurrent Financing. Each such participation is a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued to, nor the consideration paid by, the related parties exceeds 25% of the Company's market capitalization. The Company did not file a material change report at least 21 days before closing of the Concurrent Financing because the participation of the related parties was not finalized until shortly before closing, and the Company wished to close the Concurrent Financing concurrently with the Transaction.
Listing on the CSE
The CSE has granted final approval for the listing of the Shares, and the Company has been reclassified from an industrial issuer to a mining issuer. The Shares will commence trading on the CSE under the symbol "MAGA" at market open on September 30, 2026. Full details of the Transaction and the Company are set out in the Company's listing statement dated August 31, 2026, available on the Company's profile on SEDAR+ at www.sedarplus.ca and on the CSE website at www.thecse.com (the "Listing Statement").
Following completion of the Transaction and the Concurrent Financing, there are 58,113,419 Shares, 5,000,000 Consideration Warrants and 4,999,999 Financing Warrants issued and outstanding.
Board of Directors and Management
The board of directors of the Company consists of Fiona Keating, Ryan Cheung, Avrom E. Howard, Dominic Stann and Jason Latkowcer. The officers of the Company are Fiona Keating (Chief Executive Officer), Ryan Cheung (Chief Financial Officer and Corporate Secretary) and Avrom E. Howard (Vice President, Exploration). The audit committee consists of Dominic Stann (Chair), Jason Latkowcer and Avrom E. Howard. The Company's 10% rolling omnibus equity incentive plan, approved by shareholders at the Company's annual general and special meeting held on September 21, 2026, became effective on completion of the Transaction and replaces the Company's stock option plan.
About the Liberty Ridge Property
The Liberty Ridge Property covers approximately 5,351 acres in the southern Delano Range, approximately 100 miles northeast of Elko, Nevada, and adjoins the historical MEGA tungsten deposit. The Liberty Ridge Property is the subject of a technical report titled "Technical Report, Liberty Ridge Property, Elko County, Nevada, USA" with an effective date of June 24, 2026, prepared by Darcy J. Christian, P.Geo., in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects (" NI 43-101 "), which is available on the Company's profile on SEDAR+.
The scientific and technical information in this news release has been reviewed and approved by Avrom E. Howard, P.Geo., Vice President, Exploration and a director of the Company, who is a "qualified person" as defined in NI 43-101 and is not independent of the Company.
About Tungsten Eagle Development Corp.
Tungsten Eagle Development Corp. is a Canadian company focused on tungsten exploration at its Liberty Ridge property in Elko County, northeastern Nevada. The property comprises approximately 5,351 acres (2,165.5 hectares) and includes the site of the historical Mitchell silver mine.
The Canadian Securities Exchange has not reviewed, approved or disapproved the contents of this news release and does not accept responsibility for its adequacy or accuracy.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities described herein 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, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.
Cautionary Statement Regarding Forward-Looking Information
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable Canadian securities legislation. Forward-looking information is often, but not always, identified by words such as "anticipate", "believe", "plan", "expect", "intend", "estimate", "potential", "proposed", "may", "will", "would", "could" or "should", or the negative of these terms or similar expressions. Forward-looking information in this news release includes, but is not limited to, statements regarding: the commencement of trading of the Shares on the CSE; the anticipated use of the net proceeds of the Concurrent Financing; the Company's exploration plans for the Liberty Ridge Property, including the nature, scope and timing of the planned exploration and maiden drill programs; the receipt of permits required to carry out such programs; the Company's ability and intention to satisfy the remaining conditions under the Option Agreement and the timing and completion of any further issuances of Shares and Consideration Warrants thereunder; the exercise of the option and the acquisition of the Liberty Ridge Property; the grant and any repurchase of the net smelter returns royalty; the potential acceleration of the expiry date of the Financing Warrants; the release of Shares from the voluntary contractual resale restriction; and the Company's business focus and strategy.
Forward-looking information is based on the opinions, estimates and assumptions of management that, while considered reasonable as at the date of this news release, are inherently subject to significant business, economic, competitive, political and regulatory uncertainties. In making the forward-looking statements in this news release, the Company has assumed, among other things, that: the Company will obtain all permits and approvals required for its exploration programs on acceptable terms and in a timely manner; the net proceeds of the Concurrent Financing will be used as described in the Company's listing statement; exploration results will be sufficiently favourable to justify continued work on the Liberty Ridge Property; drilling contractors, equipment, personnel and supplies will be available at reasonable cost and when required; the Company will have access to the Liberty Ridge Property and will be able to maintain the unpatented mining claims in good standing; the prices of tungsten and silver, and the exchange rate between the Canadian and U.S. dollar, will not change in a materially adverse manner; the Company will be able to obtain additional financing when required; and there will be no material adverse change in general economic, market or regulatory conditions.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from those expressed or implied by such information, including, among others: the speculative nature of mineral exploration and the absence of any mineral resources or mineral reserves on the Liberty Ridge Property; the risk that exploration results will not justify further work; delays in obtaining, or the failure to obtain, required permits from the U.S. Bureau of Land Management and other regulatory authorities; title risks associated with unpatented mining claims, including the requirement to pay annual maintenance fees; the fact that the Company is not obligated to complete any exploration program or subsequent issuance under the Option Agreement and may not acquire the Liberty Ridge Property; dilution resulting from future issuances of Shares under the Option Agreement or on the exercise of warrants; the Company's need for additional financing, which may not be available on acceptable terms or at all; volatility in the prices of tungsten and silver and in currency exchange rates; changes in laws, regulations and government policies in the United States and Canada, including those affecting mineral exploration on federal lands; environmental risks and liabilities; the Company's limited operating history and dependence on key personnel; potential conflicts of interest of the Company's directors and officers; the absence of an established trading history for the Shares on the CSE, and potential volatility and limited liquidity in the trading price of the Shares; and the other risk factors described in the Company's listing statement dated August 31, 2026, which is available on the Company's profile on SEDAR+ at www.sedarplus.ca . Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information.
The forward-looking information contained in this news release is made as of the date hereof and is expressly qualified in its entirety by this cautionary statement. The Company does not undertake to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
SOURCE: Tungsten Eagle Development Corp.
View the original press release on ACCESS Newswire
