13:05:57 EDT Wed 02 Sep 2026
Enter Symbol
or Name
USA
CA



Lightning Resource Corp
Symbol LTNG
Shares Issued 29,442,363
Close 2026-09-01 C$ 0.50
Market Cap C$ 14,721,182
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Lightning completes asset acquisition from Prospective

2026-09-02 11:40 ET - News Release

Dr. Rob Carpenter reports

LIGHTNING RESOURCE CORP. COMPLETES ACQUISITION OF PROSPECTIVE PROJECTS AND RECEIVES FINANCING PROCEEDS OF $4,000,000

Lightning Resource Corp. has completed the acquisition of certain non-Yukon assets from Prospector Metals Corp. including the Savant project, Devon project, Whitton project and TooGood project, and the release of gross proceeds of $4-million raised under the financing (as defined below) to the company.

Strategic acquisition positions Lightning as an emerging Canadian-focused explorer

Rob Carpenter, interim chief executive officer of Lightning, stated: "The acquisition marks a significant milestone for Lightning, positioning the company as a rising force in Canada's gold exploration. Lightning will actively explore the current project portfolio and continue to pursue additional acquisition opportunities to provide further value and growth potential to shareholders."

The board of directors of Lightning has been reconstituted to consist of Dr. Rob Carpenter (chair), Andrew Rockandel, Roger Richer, Andrew Brown and Jay Sujir. Additionally, Clive Johnson has joined the board. The company will be led by Dr. Carpenter as interim chief executive officer, and accompanied by Nick Furber as chief financial officer, Kristen Reinertson as corporate secretary and Michael Rockandel as vice-president of corporate communications.

Clive Johnson, director of Lightning, stated: "I'm excited to be part of the vision for Lightning Resource Corp. This acquisition is the first step towards the goal of building a substantial Canadian-focused gold exploration company, with an emphasis on acquiring and developing advanced stage exploration projects with long-term exploration potential. The newly combined team has great depth, including proven leadership and technical expertise, and a track record of finding new discoveries and advancing projects."

Portfolio of subject assets

The following assets collectively comprise the subject assets acquired by Lightning pursuant to the acquisition:

  • Savant project (Au): District-scale land position (24,197 hectares) in a proven greenstone belt in Northwestern Ontario, with underexplored iron formations and favourable shear zones providing opportunity for a discovery of size. Situated near and similar in setting to major past and present producers including the Musselwhite, Meadowbank and Red Lake gold mines. Historical grab samples found on the project have returned up to 99.6 grams per tonne Au and 60 g/t Au from surface exposures (as disclosed in the technical report). Excellent infrastructure with road access via the provincial highway and proximity to the Canadian National Railway main line.
  • Devon project (Ni, Cu, PGEs (nickel, copper, platinum group elements)): Located near Thunder Bay, Ont., the Devon project lies on the Archean craton margin, covered by a sulphide-bearing sedimentary basin, a known ideal geotectonic setting for major magmatic sulfide deposits. Target deposits are analogous to Eagle and Eagle East, Michigan, U.S., Tamarack, Minnesota, U.S., and Voisey's Bay Reed Brook zone, Newfoundland (massive to net textured high-grade Ni-Cu-PGE deposits), or Current Lake, Ont. (PGE-dominant, heavily disseminated magmatic sulphides). Significant portions of the project remain underexplored despite its favourable setting and road access.
  • Whitton project (Au, Ni, Cu, PGEs): Dominant land position in the Archean Heaven Lake greenstone belt located in Northwest Ontario. Numerous nickel and PGE occurrences as well as potential for banded iron formation hosted gold mineralization.
  • TooGood project (Au): High-grade district-scale potential in Newfoundland with strong access and infrastructure, with a successful drill campaign in 2025 identifying a 15-kilometre-long target corridor. Currently optioned to TooGood Gold Corp. (TSX-V: TGC).
  • Proprietary geological database relating to gold deposits in Ontario and Quebec.
  • Marketable securities consisting of 5,367,000 shares of TooGood, together with potential future share option payments under an option agreement with TooGood.
  • $150,000 of funding related to a government grant for the Devon project.

In connection with the completion of the acquisition, the company has filed a technical report in respect of the Savant project titled "Geological Introduction to the Savant Property" with an effective date of Aug. 15, 2026, prepared by Steven Flank, MSc, PGeo, with the TSX Venture Exchange under its applicable policies and a copy of the technical report is available under the company's profile on SEDAR+.

The acquisition

The non-arm's-length acquisition was completed effective Sept. 2, 2026, through the acquisition of Prospector's wholly owned subsidiary Lightning Exploration Corp. (formerly Prospector Subco Ltd.) in consideration for the issuance of 29.4 million common shares of Lightning pursuant to a share purchase agreement dated April 15, 2026, as amended July 31, 2026, among the company, Prospector and Subco. Details of the acquisition were previously disclosed in the company's news releases dated April 16, May 20, July 31 and Aug. 28, 2026. The consideration shares issued by Lightning pursuant to the acquisition are not subject to any statutory hold or restricted period under applicable Canadian securities laws and no finders' fees were paid in connection with the acquisition.

The financing

Following completion of the acquisition, pursuant to an amalgamation agreement dated June 11, 2026, between Lightning, Prospector, Subco and Lightning Subreceipt Financing Corp. (Finco):

  • Subco and Finco amalgamated and the amalgamated company became a wholly owned subsidiary of Lightning;
  • The eight million outstanding subscription receipts of Finco issued under the financing (as defined below) were automatically converted into eight million units of Finco;
  • The Finco units were exchanged for a total of eight million common shares of the company and four million warrants of the company;
  • The financing proceeds were released to the company.

Each Lightning warrant is exercisable to acquire one additional Lightning share at a price of 62 cents until Sept. 2, 2027, subject to acceleration in the event that the closing price of the Lightning shares on the TSX Venture Exchange is at or above 62 cents for 10 consecutive trading days. Details of the non-brokered private placement of the subscription receipts completed on July 24, 2026, were previously disclosed in the company's news releases dated May 28, July 27 and Aug. 28, 2026.

Finders' fees in the aggregate amount of $180,000, representing 6 per cent of the gross proceeds raised from, the sale of subscription receipts to arm's-length subscribers introduced by the finders and 360,000 warrants of the company, representing 6 per cent of the number of subscription receipts issued to arm's-length subscribers introduced by the finders were paid upon closing of the acquisition. The finder warrants are non-transferable and otherwise have the same terms as the Lightning warrants.

Roger Richer, director of Lightning, stated: "Lightning extends its sincere thanks to the directors who are not continuing with the company following the completion of this acquisition. Mark Connelly's leadership, guidance and commitment over the years have been instrumental in advancing the company's strategic objectives and positioning it for this next phase of growth. Tom Garagan has brought exceptional depth to the board through his extensive technical knowledge, industry insight and unwavering dedication to the company's success. His thoughtful leadership and respected voice have left a lasting impact on the organization. On behalf of the board and management of Lightning, we acknowledge the valuable contributions of Mr. Connelly and Mr. Garagan and wish them continued success."

MI 61-101 disclosure

Insiders of the company participated in the financing, subscribing for a total of 50,000 subscription receipts, which have now converted into 50,000 Lightning shares and 25,000 Lightning warrants, for aggregate proceeds of $25,000. The issuance of these securities to the participating insiders of the company are related party transactions under the policies of the TSX-V and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related party transactions under sections 5.7(1)(b) and 5.5(b), respectively, of MI 61-101. There has been no prior formal valuation of the subscription receipts, Lightning shares or Lightning warrants issued as there has not been any necessity to do so. The financing has been reviewed and unanimously approval by the company's board of directors, including the independent directors. In accordance with TSX-V policies, the securities issued to the participating insiders are subject to a hold period expiring on Jan. 3, 2027. All other Lightning shares and Lightning warrants are free from resale restrictions under applicable Canadian securities laws.

About Lightning Resource Corp.

Lightning Resource 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 gold and base metals exploration projects located in Ontario, Newfoundland, Japan and Zambia.

We seek Safe Harbor.

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