Mr. Estanislao Auriemma reports

PENTAGON I CAPITAL CORP. ANNOUNCES CONDITIONAL ACCEPTANCE OF QUALIFYING TRANSACTION WITH PROSPECTIVA RESOURCES LTD.

Further to the news releases dated Feb. 5, 2026, June 18, 2026, and July 7, 2026, describing a business combination with Prospectiva Resources Ltd., Pentagon I Capital Corp. has received conditional approval from the TSX Venture Exchange for the proposed transaction as Pentagon's qualifying transaction as such term is defined in the capital pool company policy.

The proposed transaction is being completed pursuant to a definitive agreement dated July 7, 2026, among Pentagon, Prospectiva and the shareholders of Prospectiva. Pursuant to the definitive agreement, Pentagon will acquire all of the issued and outstanding securities of Prospectiva in exchange for securities of Pentagon. In connection with the proposed transaction, Pentagon will file a filing, which will be available for review, along with the definitive agreement, under Pentagon's SEDAR+ profile. Further information concerning Pentagon, Prospectiva, the resulting issuer (as defined below) and the proposed transaction will be contained in the filing statement, and investors are encouraged to review the filing statement.

Prior to closing of the proposed transaction, it is expected that Pentagon will consolidate its outstanding common shares on the basis of one postconsolidation share for every 5.8725 preconsolidation shares and will change its name to Prospectiva Resources Ltd. (or such other name as Prospectiva may determine).

As previously announced, Prospectiva completed a financing through its wholly owned subsidiary, Prospectiva Canada Finco Inc., of an aggregate of 4,545,041 subscription receipts at a price of 81 cents per subscription receipt for aggregate gross proceeds of $3,681,483. Paradigm Capital Inc. acted as sole agent and bookrunner for the offering. Upon satisfaction of the escrow release conditions related to the offering, each subscription receipt will convert into, without payment of additional consideration, one (common share of Finco and one common share purchase warrant of Finco, which will be exchanged for one common share of the resulting issuer and one common share purchase warrant of the resulting issuer, respectively, upon the completion of the proposed transaction, with each resulting issuer warrant exercisable at $1.13 per resulting issuer share for 24 months following issuance. Additional details of the offering are set out in Pentagon's news release dated July 7, 2026.

The resulting issuer will be a mining issuer focused on exploration of the 100-per-cent-owned Borborema project. Subject to final approval of the TSX-V, it is expected that the resulting issuer will be listed on the TSX-V as a Tier 2 mining issuer and that the resulting issuer shares will trade under the symbol PSVA. On July 30, 2026, the parties entered into an extension agreement to extend the outside closing date under the definitive agreement from July 31, 2026, to Aug. 28, 2026.

Subject to satisfaction of all conditions and approvals in accordance with the terms of the definitive agreement, including final acceptance by the TSX-V of the proposed transaction as Pentagon's qualifying transaction and its approval of the listing of the resulting issuer shares on the TSX-V, the proposed transaction is expected to close around mid-August. The common shares of Pentagon are currently halted from trading and are expected to remain halted until completion of the proposed transaction.

Information about the capital structure of the resulting issuer and the proposed board of directors and senior management team of the resulting issuer can be found in Pentagon's news release dated July 7, 2026.

About Prospectiva Resources Ltd.

Prospectiva Resources is a Brazil-focused copper and gold exploration company advancing a district-scale portfolio of 100-per-cent-owned projects across the highly prospective but underexplored Borborema belt in northeastern Brazil. The company's land package comprises 35 mineral exploration licences covering approximately 335 square kilometres across the states of Pernambuco and Paraiba, and is anchored by its flagship Sao Francisco copper-gold project.

Sao Francisco is the company's priority exploration asset, where historical drilling has defined a high-grade, copper-dominant mineralized system extending over approximately two kilometres of strike, with significant exploration upside along strike and at depth. Approximately 5,900 metres of historical diamond drilling has been completed, including intercepts of 7.50 metres at 6.41 per cent copper and 0.36 gram per tonne gold and 7.53 m at 3.83 per cent Cu and 0.36 g/t Au.

Prospectiva will be undertaking a 2,500-metre diamond drilling program in 2026 designed to infill key zones of high-grade near-surface copper mineralization and drill test key new conductive targets across the main three-kilometre Sao Francisco copper-gold project. The program is designed to support the definition of an initial mineral resource estimate in 2027.

About Pentagon I Capital Corp.

Pentagon is a capital pool company created pursuant to the policies of the TSX-V. It does not own any assets, other than cash or cash equivalents, and its rights under the binding letter agreement with Prospectiva. The principal business of Pentagon is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the TSX-V so as to complete a qualifying transaction in accordance with the policies of the TSX-V.

Qualified person

The scientific and technical information contained in this press release has been reviewed and approved by Robert Selwyn, CGeol, MGeol, FGS, a qualified person as defined by National Instrument 43-101. Mr. Selwyn is a non-independent consultant to Prospectiva Resources.

Additional information

All information contained in this news release with respect to Pentagon and Prospectiva was supplied by the respective parties for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

For further details, see Pentagon's news releases dated Feb. 5, 2026, June 18, 2026, and July 7, 2026, and the filing statement to be filed under Pentagon's SEDAR+ profile.

We seek Safe Harbor.