Qualifying transaction

The TSX Venture Exchange has accepted for filing the qualifying transaction (QT) of Pentagon I Capital Corp., as described in its filing statement dated July 31, 2026. As a result, on Friday, Aug. 14, 2026, the company will no longer be considered a capital pool company (CPC).

The QT includes the following.

Pursuant to a transaction agreement dated July 7, 2026, as amended July 30, 2026, the company has acquired all the outstanding securities of Prospectiva Resources Ltd. (PRL).

The company issued an aggregate of 20,403,655 common shares to the previous shareholders of PRL, excluding the common shares issued under the private placement described below.

The company proceeded with a name change and a consolidation as further described below.

For further information, please refer to the company's filing statement dated July 31, 2026, and to the company's news release dated Feb. 5, 2026, June 18, 2026, July 7, 2026, July 31, 2026, Aug. 5, 2026, and Aug. 11, 2026.

Private placement -- brokered and non-brokered

Prior to the completion of the QT, PRL completed a private placement of subscription receipts resulting in the issuance of the following securities in the resulting issuer.

Financing type:  brokered and non-brokered private placement

Gross proceeds:  $3,681,483

Offering:  4,545,041 listed shares with 4,545,041 warrants

Offering price:  81 cents per listed share

Warrant exercise terms:  $1.13 per listed share for a 24-month period

Commission in securities:  an aggregate of 202,713 non-transferable broker warrants, exercisable at 81 cents for a 24-month period

Disclosure:  Refer to the company's news release dated June 18, 2026.