Vancouver, British Columbia--(Newsfile Corp. - August 28, 2026) - Prospector Metals Corp. (TSXV: PPP) (OTCQB: PMCOF) (FSE: 1ET0) ("Prospector") and Lightning Resource Corp. (TSXV: LTNG) (OTCQB: BMTLF) (FSE: 1OI1) (formerly BeMetals Corp.) ("Lightning" and, together with Prospector, the "Companies") announced today that it has set a proposed closing timeline for the transaction previously announced in each of the Companies' news releases dated April 16, May 20, and July 31, 2026 (the "Transaction") pursuant to which Lightning will acquire all of Prospector's remaining non-Yukon assets comprised of (i) the mineral titles and permits for the Savant, TooGood, Whitton, and Devon Projects; (ii) 5,367,000 common shares of TooGood Gold Corp.; (iii) Prospector's proprietary geological database; and (iv) $150,000 in cash, in consideration for the issuance of 29,400,000 common shares of Lightning (the "Consideration Shares") to Prospector. Following closing, in accordance with an Order of the Supreme Court of British Columbia, Prospector will distribute the Consideration Shares to the holders of its common shares as a one-time special distribution as a return of capital on the basis of 0.174977 of a Consideration Share for each common share of Prospector held (the "Payment Ratio"). No fractional Consideration Shares will be distributed and all fractional Consideration Shares will be rounded down to the nearest whole Consideration Share with no consideration being provided for the fractional Consideration Share (the "Return of Capital").

The Companies are pleased to announce all conditions to the closing of the Transaction, other than the final approval of the TSX Venture Exchange, and conditions to be satisfied as part of the closing of the Transaction itself. As a result, the parties have set pre-market on September 2, 2026 as the closing date for the Transaction (the "Closing Date") and market close on September 4, 2026 as the record date for the Return of Capital (the "Record Date"). Prospector's common shares will commence trading on an ex-distribution basis at market open on the Record Date. The distribution of the Consideration Shares to Prospector's common share holders, or the "Payable Date" will be completed effective September 10, 2026.

In order to maintain the Payment Ratio, any exercises of outstanding stock options or warrants will not be processed before the Record Date.

In connection with the closing of the Transaction, the 8,000,000 subscription receipts previously issued in connection with the closing of the subscription receipt offering (the "Offering") completed by Prospector's wholly-owned subsidiary Lightning Subreceipt Financing Corp. ("Finco") will automatically be converted, and exchanged for an aggregate of 8,000,000 common shares of Lightning and share purchase warrants exercisable to acquire an aggregate of 4,000,000 common shares of Lightning at a price of $0.62 until September 2, 2027, subject to acceleration, upon closing of the Transaction. As previously disclosed, the gross proceeds of the Offering are currently held in escrow pending satisfaction of certain escrow release conditions on or before the escrow deadline which had previously been extended to August 31, 2026. In connection with setting the Closing Date and Record Date, Prospector, Lightning and Finco have entered into an amended escrow deadline extension agreement pursuant to which the escrow deadline has been extended to September 5, 2026.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

About Prospector Metals Corp.
Prospector Metals Corp. is a proud member of Discovery Group. Prospector is focused on district scale, early-stage exploration of gold and base metal prospects. Creating shareholder value through new discoveries, Prospector identifies underexplored or overlooked mineral districts displaying important structural and mineralogical occurrences similar to more established mining operations. The majority of acquisition activity occurs in Yukon and Ontario, Canada – Historical mining jurisdictions with an abundance of overlooked geological regions possessing high mineral potential. Prospector is currently concentrating its efforts on its ML Project in the Yukon where it has discovered a high-grade gold-copper-silver zone (see news release dated October 1, 2025). Prospector establishes and maintains relationships with local and Indigenous rightsholders and seeks to develop partnerships and agreements that are mutually beneficial to all interested parties.

On behalf of the Board of Directors,
Prospector Metals Corp.

Dr. Rob Carpenter, Ph.D., P.Geo.
President & CEO

For further information about Prospector Metals Corp. or this news release, please visit our website at prospectormetalscorp.com or contact Prospector at 1-778-819-5520 or by email at info@prospectormetalscorp.com.

Prospector Metals Corp. is a proud member of Discovery Group^TM. For more information please visit: discoverygroup.ca

About Lightning Resource Corp.

Lightning Resource Corp. (formerly BeMetals Corp.) is a Canadian, precious and base metals exploration company focused on advancing its portfolio of high-potential mineral projects, while continuing to evaluate additional acquisition opportunities. The Company's immediate focus is exploration of the Savant Gold Project with district-scale potential to host both iron formation–hosted and shear-hosted gold systems of size. This is a proven mining region with current operations including the Red Lake and Musselwhite mines. The Company also holds interest in copper and gold exploration projects located in Zambia and Japan, respectively. Lightning is led by an experienced team and is supported by a strategic shareholder, B2Gold with approximately 37% current ownership interest.

On behalf of the Board of Directors,
Lightning Resource Corp.

Kristen Reinertson
Interim CEO, Director

Forward-Looking Statement Cautions:

This press release contains certain "forward-looking statements" within the meaning of Canadian securities legislation, including, but not limited to, the Companies' plans with respect to their respective projects, the Transaction and the Offering, including the anticipated Closing Date and Record Date. Although the Companies believe that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential," and similar expressions, or that events or conditions "will," "would," "may," "can," "could" or "should" occur, or are those statements, which, by their nature, refer to future events. The Companies caution that forward-looking statements are based on the beliefs, estimates and opinions of management of the Companies on the date the statements are made and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the TSXV, the Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include the risks associated with the Transaction and the Return of Capital; the risk that requisite regulatory approvals may not be received; the risk that conditions to closing of the Transaction and/or escrow release conditions may not be satisfied in a timely manner or at all; the risk of accidents and other risks associated with mineral exploration operations; the risk of encountering unanticipated geological factors; or the possibility that either or both Companies may not be able to secure permitting and other agency or governmental clearances, necessary to carry out exploration plans, risk of political uncertainties and regulatory or legal changes in the jurisdictions where the each of the Companies carries on its business that might interfere with the company's business and prospects. The reader is urged to refer to the Companies' reports, publicly available through the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.ca for a more complete discussion of such risk factors and their potential effects.

UNITED STATES ADVISORY.

The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), have been offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be unlawful.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/311927