Dr. Rob Carpenter reports
PROSPECTOR COMPLETES DISPOSITION OF NON-YUKON ASSETS TO LIGHTNING RESOURCE AND CONFIRMS RECORD DATE FOR RETURN OF CAPITAL
Prospector Metals Corp. has completed the sale of its non-Yukon assets to Lightning Resource Corp. (formerly BeMetals Corp.), previously announced the company's news releases dated April 16, May 20, July 31, 2026, and Aug. 28, 2026. As previously disclosed, the non-arm's-length transaction included the sale of assets including (i) the mineral titles and permits for the Savant, TooGood, Whitton and Devon projects; (ii) 5,367,000 common shares of TooGood Gold; (iii) Prospector's proprietary geological database; and (iv) $150,000 in cash, in consideration for the issuance of 29.4 million common shares of Lightning to Prospector. No finders' fees were paid in connection with the transaction.
Dr. Robert Carpenter, co-chairman and chief executive officer of Prospector, and chairman and interim CEO of Lightning Resources, stated: "The distribution of the consideration shares to shareholders represents significant value creation for assets that have been largely overshadowed due to our focus on the ML project, Yukon. Prospector shareholders will gain a ground floor opportunity in a new Canadian-focused gold exploration company, led by proven professionals with a track record of discovery and development."
Immediately following the transaction, Prospector beneficially owns an aggregate of 29.4 million common shares of Lightning, representing approximately 43.98 per cent of the issued and outstanding common shares of Lightning. An early warning report will be filed by Prospector in accordance with applicable securities laws and will be available under Lightning's profile on SEDAR+.
As previously disclosed, Prospector will distribute the consideration shares to the holders of its common shares as a one-time special distribution as a return of capital on the basis of 0.174977 of a consideration share for each common share of Prospector held (the payment ratio). No fractional consideration shares will be distributed, and all fractional consideration shares will be rounded down to the nearest whole consideration share with no consideration being provided for the fractional consideration shares cancelled (the return of capital).
Prospector has set market close on Sept. 4, 2026, as the record date for the return of capital. Prospector's common shares will commence trading on an ex distribution basis at market open on the record date. The distribution of the consideration shares to holders of Prospector's common shares, or the payable date, will be completed effective Sept. 10, 2026. In order to maintain the payment ratio, any exercises of outstanding stock options or warrants will not be processed before the record date.
In connection with the closing of the transaction, the eight million subscription receipts previously issued in connection with the closing of the subscription receipt offering completed by Prospector's previous subsidiary, Lightning Subreceipt Financing Corp. have automatically been converted, and have been exchanged for an aggregate of eight million common shares of Lightning and share purchase warrants exercisable to acquire an aggregate of four million common shares of Lightning at a price of 62 cents until Sept. 2, 2027, subject to acceleration.
Insiders of the company and Lightning participated in the offering, subscribing for a total of 50,000 subscription receipts, which have now converted into 50,000 Lightning shares and 25,000 warrants, for aggregate proceeds of $25,000. The issuance of these securities to the participating insiders of the company and Lightning are related party transactions under the policies of the TSX Venture Exchange and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company and Lightning are 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 warrants issued as there has not been any necessity to do so. The offering has been reviewed and unanimously approval by the company's board of directors and Lightning's board of directors, including the independent directors. In accordance TSX Venture Exchange policies, the securities issued to the participating insiders are subject to a hold period of four months plus one day from the date of the completion of the offering. All other Lightning shares and warrants are free from resale restrictions under applicable Canadian securities laws.
About Prospector Metals Corp.
Prospector Metals is a proud member of Discovery Group and focuses on district-scale, early stage exploration of gold and base metal prospects. The company creates shareholder value through new discoveries and identifies underexplored or overlooked mineral districts displaying important structural and mineralogical occurrences similar to more established mining operations. Prospector is currently concentrating its efforts on its ML project in Yukon where it has discovered a high-grade gold-copper-silver zone (see news release dated Oct. 1, 2025). Prospector establishes and maintains relationships with local and indigenous rightsholders, and seeks to develop partnerships and agreements that are mutually beneficial to all interested parties.
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