Mr. Andy Edelmeier
reports
MOGUL MOUNTAIN COMPLETES QUALIFYING TRANSACTION, COMPLETES CONCURRENT FINANCINGS OF $7 MILLION AND ANNOUNCES EXPECTED TRADING DATE OF 'MOGL' ON TSX VENTURE EXCHANGE
Mogul Mountain Ventures Corp. (formerly
Panorama Capital Corp.) has completed the previously announced business combination among the company, 1578367 B.C. Ltd. (Subco), a wholly owned subsidiary of the company, and Mogul Mountain Ventures Corp. (Mogul Privco), a private Nevada-focused gold-silver mineral exploration company. As a result of the transaction, the company's business will now be that of the acquired Mogul Privco. The company has changed its name to Mogul Mountain Ventures Corp. and the company's postconsolidation (as defined below) common shares are expected to commence trading on the TSX Venture Exchange under the new ticker symbol MOGL on
Sept. 1, 2026.
Mogul's incoming chief executive officer, Andy Edelmeier, stated: "We are excited to complete this transaction and begin Mogul's next chapter as a public company on the TSX-V. With a strong treasury and experienced team, our focus now turns to advancing our planned drilling and exploration programs on our 100-per-cent-owned Rays-West Dome project in the heart of the Tonopah trend in Nevada. We believe the Rays-West Dome project offers significant discovery potential and we are excited to begin systematically testing these priority targets across this historic Nevada gold-silver district. We thank our shareholders, Panorama, and our partners and advisers for their support in reaching this important milestone."
Panorama's former chief executive officer and director, Carson Sedun, stated: "This is an important milestone for Panorama.
We are thrilled to complete the business combination with Mogul Privco. We are greatly appreciative of the efforts of the TSX-V in helping us advance this transaction. We are grateful to all our Panorama shareholders for their continued support as we look forward to trading on the TSX-V under the symbol MOGL."
Concurrent financings
In connection with the transaction, Mogul Privco has completed a non-brokered private placement offering of subscription receipts, pursuant to which Mogul Privco has issued 18,051,650 subscription receipts at a price of 35 cents per subscription receipt for gross proceeds of $6,318,078.85. Immediately prior to completion of the transaction, each subscription receipt was automatically converted into one common share in the capital of Mogul Privco and the Mogul Privco shares were exchanged for postconsolidation shares on a one-for-one basis.
In addition, in connection with the transaction, Panorama has completed a non-brokered private placement offering of postconsolidation shares, pursuant to which Panorama has issued
1,952,277
shares at a price of 35 cents per share for gross proceeds of c$683,296.95. The shares issued under the share offering are subject to a hold period expiring Dec. 29, 2026.
In connection with completion of the subscription receipt offering and the share offering, finders' fees of $159,774.98 were paid to certain arm's-length third parties who assisted in introducing subscribers to the offering and share offering and 456,499 non-transferable share purchase warrants were issued to finders, with each finder warrant exercisable to acquire one share at an exercise price of 35 cents until Aug. 28, 2028.
The net proceeds from the
subscription receipt offering and the share offering
are expected to be used for exploration of Mogul's properties in Nevada and general corporate and working capital purposes.
Consolidation
In connection with the transaction, Panorama completed a consolidation of its issued and outstanding shares on the basis of one new postconsolidation share for every three preconsolidation shares. The consolidation reduced the number of outstanding shares to 3,742,562. No fractional shares were issued as a result of the consolidation and no cash consideration was paid in respect of fractional shares. Any fractional interest in shares resulting from the consolidation was rounded up to the next whole share if the fraction is one-half or greater and down if the fraction is less than one-half. Following the name change and consolidation, the new Cusip number for the shares is 608015103 and the new ISIN (international securities identification number) is CA6080151039.
Transaction
Pursuant to the terms of a definitive amalgamation agreement, as amended, among the company, Subco and Mogul Privco, Subco and Mogul Privco have amalgamated and continued under the name Mogul Mountain Holdings Corp. and shareholders of Mogul Privco, not including former holders of subscription receipts, have received
46,272,795
postconsolidation shares. Following completion of the transaction, the company has 70,019,284 shares, 5,779,256 stock options and
456,499
warrants issued and outstanding. For further details on the transaction, please refer to the filing statement (as defined below), which has been posted on Panorama's profile on SEDAR+, as well as Panorama's news releases dated Jan. 5, 2026, March 2, 2026, and May 28, 2026.
Board of directors and management
In connection with the transaction, the board of directors and officers of the company have been reconstituted to consist of Mr. Edelmeier, chief executive officer; Steven Nguyen, chief financial officer and corporate secretary; Michael Kobler, president and director; Simon Clarke, director; Jeremy South, director; and Alastair McIntyre, director.
In connection with the transaction, Mr. Kobler (through 1410079 Alberta ULC, the Michael H. Kobler and Deborah A. Kobler Revocable Trust, Canamera Inc. and Walker Lane Select Royalties Inc.) of Sebastopol,
Calif., United States, acquired 8,242,156 shares and 625,000 stock options to acquire shares, representing approximately
11.8
per cent of the issued and outstanding shares on a non-diluted basis and
12.6
per cent of the issued and outstanding shares on a partially diluted basis.
Prior to the transaction, Mr. Kobler did not hold any securities in the company. The shares acquired by Mr. Kobler are presently being held for investment purposes. Mr. Kobler may, from time to time, in the future, increase or decrease his ownership, control or direction over securities of the company, through market transactions, private agreements or otherwise, the whole depending on market conditions, the business and prospects of the company, and other relevant factors.
Mr. Kobler will file an early warning report pursuant to applicable securities laws in connection with the completion of the transaction. A copy of the early warning report, to which this news release relates, will be available under the company's SEDAR+ profile or by contacting the company.
TSX-V listing
The company
has filed a filing statement dated July 30, 2026, available under the company's SEDAR+ profile. Readers are encouraged to review the filing statement, which provides detailed information about the transaction and the business of the company. The company will be listed on the TSX-V as a Tier 2 mining issuer under the ticker MOGL. Trading in the shares is currently halted pending completion of customary filings with the TSX-V in respect of the transaction. Trading is expected to resume on the TSX-V on
Sept. 1, 2026,
following completion of customary filings with the TSX-V.
Escrowed securities and seed share resale restrictions
The company would like to clarify that 1.5 million shares held by Alison Sedun will be subject to Tier 2 escrow restrictions pursuant to applicable policies of the TSX-V. No securities of Gregg Sedun will be subject to Tier 2 escrow restrictions. In addition, the company would like to clarify that an aggregate of approximately 4,185,922 shares will be subject to seed share resale restrictions as defined in applicable policies of the TSX-V.
About Mogul Mountain Ventures Corp.
Mogul is a gold-silver exploration company focused on advancing high-potential precious metals assets in Nevada's prolific Walker Lane trend. Mogul's flagship asset, the 100-per-cent-owned, 5,000-plus-acre Rays-West Dome project, is located approximately 12 kilometres 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 data sets, visible gold at surface, and multiple drill-ready targets, Mogul is well positioned for discovery. Mogul is led by an experienced management and technical team with a strong record in exploration, capital markets and value creation.
Qualified person
David Flint, PGeo, is a qualified person, as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects, for the company and is a technical adviser to Mogul. He has reviewed and approved the technical information in this news release.
We seek Safe Harbor.
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