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Vancouver, BC – TheNewswire - March 2, 2026 – Panorama Capital Corp. (TSX.V: PANO.P) (“ Panorama ” or the “ Company ”) is pleased to announce that it has entered into a binding amalgamation agreement with Mogul Mountain Ventures Corporation (“ Mogul ”), a private Nevada-focused gold-silver mineral exploration company, and 1578367 B.C. Ltd. (“ Subco ”), a wholly-owned subsidiary of the Company, dated February 27 , 2026 (the “ Amalgamation Agreement ”) in connection with the previously announced business combination proposed between the parties (the “ Proposed Transaction ”) referred to in the Company’s press release dated January 5, 2026. It is anticipated that the Proposed Transaction will constitute Panorama’s Qualifying Transaction (the “ QT ”) under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (“ TSXV ” or the “ Exchange ”). For further details on Mogul, please refer to the Company’s news release dated January 5, 2026.
Mogul CEO & Director Andy Edelmeier stated, “ Executing the amalgamation agreement with Panorama is a major milestone for Mogul. The Qualifying Transaction provides us with a clear pathway to the public markets and positions the Company to accelerate exploration across our Nevada gold-silver portfolio in the Tonopah Trend in Nevada’s Walker Lane. The Qualifying Transaction represents the culmination of significant groundwork completed by the Mogul team and positions the Company to enter its next phase of growth as a publicly listed exploration company.”
The Proposed Transaction
The Proposed Transaction will be completed pursuant to a three-cornered amalgamation (the “ Amalgamation ”) among the Company, Subco and Mogul, whereby Subco and Mogul will amalgamate and continue as one corporation and the shareholders of Mogul will receive approximately 45,406,508 post-Consolidation (as defined below) shares of the Company (referred to on a post-closing basis as the “ Resulting Issuer ”).
In connection with the Proposed Transaction, and as stipulated in the Amalgamation Agreement, the following items will occur:
The Company currently has 11,227,685 common shares outstanding, 1,122,768 stock options outstanding, nil warrants, and will complete a 3:1 consolidation of its currently issued and outstanding common shares (the Consolidation ”), resulting in 3,742,562 common shares (on a basic basis) post-Consolidation;
The Company will change its name to “Mogul Mountain Ventures Corporation”;
The Amalgamation will be completed, and the Mogul shareholders will exchange each Mogul share (a Mogul Share ”) for one post-Consolidation common share of the Resulting Issuer (the “ Resulting Issuer Shares ”); and
The Board of Directors and officers of the Resulting Issuer will be replaced with nominees of Mogul.
Concurrent QT Financing of Subscription Receipts
In connection with the Proposed Transaction, Mogul has launched a non-brokered private placement offering of subscription receipts (the “ Subscription Receipts ”) at a price of C$0.35/Subscription Receipt for minimum gross proceeds of C$4.0 million (the “ Offering ”). Each Subscription Receipt entitles the holder thereof to receive, without payment of any additional consideration and without further action on the part of each subscriber, subject to adjustment, one Mogul Share in accordance with the terms of a subscription receipt agreement (the “ Subscription Receipt Agreement ”) to be entered into between Panorama, Mogul and an arm’s length subscription receipt agent (the “ Subscription Receipt Agent ”). On closing of the Proposed Transaction, the Mogul Shares will be exchanged for post-Consolidation Resulting Issuer Shares.
Upon closing of the Offering, the gross proceeds of the Offering will be placed in escrow with the Subscription Receipt Agent pending the satisfaction or waiver of the escrow release conditions (the “ Escrow Release Conditions ”) described in the Subscription Receipt Agreement . In the event the Escrow Release Conditions are not satisfied, the escrowed funds together with accrued interest earned thereon will be returned to the holders of the Subscription Receipts and the Subscription Receipts will be cancelled. In connection with the Offering, Mogul may pay a commission or a finder’s fee to eligible parties in connection with the Offering.
Use of Proceeds
Following release from escrow and completion of the Proposed Transaction, the net proceeds of the Offering will be used for exploration of Mogul’s properties in Nevada, and general corporate and working capital purposes.
The Resulting Issuer will hold on a consolidated basis, all of the assets and will be subject to all of the liabilities of the Company, Subco and Mogul.
The Resulting Issuer anticipates issuing 500,000 post-Consolidation Resulting Issuer Shares to an eligible finder as a finder’s fee in connection with the Proposed Transaction. The Amalgamation Agreement will be posted to the Company's SEDAR+ profile at www.sedarplus.ca and contains additional details regarding the Proposed Transaction.
Conditions to Close
The completion of the Proposed Transaction is subject to the satisfaction of various conditions that are customary for a transaction of this nature, including but not limited to (i) the completion of the Offering (as defined below); (ii) the approval by the directors and shareholders (if required) of Panorama, Subco and Mogul; (ii) the Consolidation; and (iii) the receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the Exchange.
Expected Closing Date of QT
Subject to satisfaction or waiver of the conditions precedent referred to herein and in the Amalgamation Agreement, Panorama and Mogul anticipate the Proposed Transaction will be completed in the second quarter of 2026. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all.
Pooling Arrangements
The Resulting Issuer anticipates entering into pooling arrangements and escrow arrangements with certain existing shareholders of Mogul as required by the Exchange.
Loan Advance to Mogul
In connection with the execution of the Amalgamation Agreement, Panorama has advanced a further C$75,000 to Mogul pursuant to the previously disclosed bridge loan.
About Panorama Capital Corp.
Panorama is a capital pool company. Prior to entering into the LOI, Panorama did not carry on any active business activity other than reviewing potential transactions that would qualify as Panorama's QT.
About Mogul
Mogul is a private gold–silver exploration company focused on advancing high-potential precious metals assets in Nevada’s prolific Walker Lane Trend. The Company’s flagship asset, the 100%-owned, 5,000+ acre Rays–West Dome Project, is located approximately 12 km north of the historic Tonopah mining district and consolidates multiple brownfield targets featuring historic mine workings, high-grade surface mineralization, and district-scale structural features. The Project hosts two complementary mineral systems: a structurally controlled orogenic gold–silver system at the Rays target, and an epithermal-style gold–silver system within Tertiary volcanic rocks at West Dome. Supported by extensive geophysical and geochemical datasets, visible gold at surface, and a drill-ready structural corridor extending over several kilometres, Mogul is well positioned for discovery. The Company is led by an experienced management and technical team with a strong track record in exploration, capital markets, and value creation.
All information in this news release relating to Mogul is the sole responsibility of Mogul. Management of Panorama has not independently reviewed this disclosure, nor has Panorama's management hired any third-party consultants or contractors to verify such information.
Qualified Person
David Flint, P.Geo., is a Qualified Person (“QP”), as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects , for the Company and is an independent Technical Advisor to Mogul. He has reviewed and approved the technical information in this news release.
Cautionary Note
Investors are cautioned that, except as disclosed in the disclosure document containing full, true and plain disclosure regarding the Proposed Transaction, required to be filed with the securities regulatory authorities having jurisdiction over the affairs of the Company, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. The trading in the securities of Panorama on the Exchange, if reinstated prior to completion of the Proposed Transaction, should be considered highly speculative.
For further information on Panorama, please see the Company’s profile and documents available under the Company’s name on SEDAR+ at www.sedarplus.ca . For further information on Mogul, please visit www.mogulmountain.com .
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
ON BEHALF OF MOGUL’S BOARD OF DIRECTORS:
Andy Edelmeier
Co-Founder, CEO & Director
Email: andy@mogulmountain.com
Phone: (604) 897 8149
www.mogulmountain.com
ON BEHALF OF PANORAMA’S BOARD OF DIRECTORS:
Carson Sedun
President, CEO and Director
Email: csedun@annapurnaadvisors.com
Phone: (604) 655-0030
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 press release.
Disclaimer for Forward-Looking Information
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Panorama's and Mogul’s current expectations. When used in this press release, the words "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans of Panorama, Mogul, and the Resulting Issuer, including the Offering and the Proposed Transaction (including Exchange approval, the closing of the Proposed Transaction and the use of proceeds of the Offering) and all other statements that are not historical in nature. Such statements and information reflect the current view of Panorama and Mogul.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following risks:
there is no assurance that the Offering will be completed or as to the actual Offering price or gross proceeds to be raised in connection with the Offering. In particular, the amount raised may be significantly less than the amounts anticipated as a result of, among other things, market conditions and investor behaviour;
there is no assurance that Panorama and Mogul will obtain all requisite approvals for the Proposed Transaction, including the approval of their respective shareholders (if required), or the approval of the Exchange (which may be conditional upon amendments to the terms of the Proposed Transaction);
following completion of the Proposed Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations. Financing may not be available when needed or on terms and conditions acceptable to the Resulting Issuer;
new laws or regulations could adversely affect the Resulting Issuer's business and results of operations; and
the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of their operating performance.
There are a number of additional factors that could cause Mogul and Panorama's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of Panorama; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses, fluctuations in commodity prices, and general market and industry conditions.
Panorama and Mogul caution that the foregoing list of material factors is not exhaustive. When relying on Mogul and Panorama's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Panorama and Mogul have assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF PANORAMA AND MOGUL AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE PANORAMA MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
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