Patriot Resources Announces C.E.O. and Director Change and Proposed Debt Settlement

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VANCOUVER, BC / ACCESS Newswire / August 22, 2025 /Patriot Resources Corp. (TSXV:MAGA.H) (the "Company ") today announces changes to its Board of Directors and a change of Chief Executive Officer.

Mr. Jeremy Ross has resigned as CEO and Director of the Company and Mr. Ali Sodagar has resigned as director of the Company, effective August 20, 2025.

The Company has appointed Ms. Fiona Keating as CEO and director and Mr. Quentin Mai as a director, effective upon the resignations of Mr. Ross and Mr. Sodagar.

Fiona Keating, P.Eng., PMP, is a Professional Engineer and Project Management Professional who holds a Bachelor of Applied Sciences Degree with education in Civil and Mining Engineering. She has experience in both underground and open-pit operations having worked on site at properties with Falconbridge (XStrata), and Phelps Dodge (Freeport-McMoRan) as well as at head office with Placer Dome (Barrick Gold), and Teck Cominco (Teck Resources). Her experience spans commodity price analysis, production studies and reporting, contractor oversight, general mine operations, as well as survey, drilling, and blasting.

With over 25 years of experience in driving successful early-stage growth from mineral discovery through to production, Quentin Mai has a proven track record in the mining industry. He spent a decade with Corvus Gold, culminating in its acquisition by AngloGold Ashanti for CDN$570 million in 2022. Additionally, he played a key role in managing Business Development for International Tower Hill, steering it from inception to a peak valuation exceeding $800 million in market capitalization in 2010, and contributing to raising over $250 million in capital.

The Company would like to thank Mr. Ross and Mr. Sodagar for their contributions to the Company and wish them well in their future endeavors.

The appointments are subject to the approval of the TSX Venture Exchange.

Shares for Debt

The Company further announces that its board of directors has approved a shares for debt settlement whereby it proposes to convert C$429,975 of debt owing to certain directors, former directors and a former officer with respect to owing but unpaid fees into common shares of the Company (the "Shares ") at a price of C$0.18 per Share (the "Debt Settlement ").

The Shares issued pursuant to the Debt Settlement will be subject to a minimum hold period of four months and one day from the date of issuance.

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 ( "MI 61-101 "). 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% of the Company 's market capitalization as determined in accordance with MI 61-101.

The Debt Settlement is subject to the approval of the TSX Venture Exchange.

For further information, please contact:

Patriot Resources Corp.

Fiona Keating
CEO
Telephone: 604-704-8708
Email: fekeating@gmail.com

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.

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.

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