Lightning Resource Corp. Completes Acquisition of Prospective Projects and Receives Financing Proceeds of $4,000,000
Lightning Resource Corp. Completes Acquisition of Prospective Projects
and Receives Financing Proceeds of $4,000,000
Vancouver, BC September 2, 2026. Lightning Resource Corp. (“Lightning” or the “ Company”)
(TSXV:LTNG) (OTCQB:BMTLF) (Frankfurt:1OI1.F) is pleased to announce the successful completion
of the acquisition of certain non-Yukon assets from Prospector Metals Corp. (“ Prospector”)
including the Savant Project, Devon Project, Whitton Project and TooGood Project (the
“Acquisition”) and the release of gross proceeds of $4,000,000 (the “Financing Proceeds”) raised
under the Financing (as defined below) to the Company.
Strategic Acquisition Positions Lightning as an Emerging Canadian-Focused Explorer
Rob Carpenter, Interim CEO of Lightning, stated: “The Acquisition marks a significant milestone for
Lightning, positioning the Company as a rising force in Canada’s gold exploration. Lightning will
actively explore the current project portfolio and continue to pursue additional acquisition
opportunities to provide further value and growth potential to shareholders.”
The board of directors of Lightning has been reconstituted to consist of Dr. Rob Carpenter (Chair),
Andrew Rockandel, Roger Richer, Andrew Brown and Jay Sujir. Additionally, Clive Johnson has joined
the Board. The Company will be led by Dr. Carpenter as Interim CEO, and accompanied by Nick
Furber as C FO, Kristen Reinertson as Corporate Secretary and Michael Rockandel as VP of
Corporate Communications.
Clive Johnson, Director of Lightning, stated: “I’m excited to be part of the vision for Lightning
Resource Corp. This Acquisition is the first step towards the goal of building a substantial Canadian-
focused gold exploration company, with an emphasis on acquiring and developing advanced stage
exploration projects with long -term exploration potential. The newly combined team has great
depth, including proven leadership and technical expertise, and a track record of finding new
discoveries and advancing projects.”
Portfolio of Subject Assets
The following assets collectively comprise the “ Subject Assets” acquired by Lightning pursuant to
the Acquisition:
• Savant Project (Au): District-scale land position (24,197 ha) in a proven greenstone belt in
northwestern Ontario, with underexplored iron formations and favorable shear zones providing
opportunity for a discovery of size. Situated near and similar in setting to major past and present
producers including the Musselwhite, Meadowbank and Red Lake gold mines. Historical grab
samples found on the project have returned up to 99.6 g/t Au and 60 g/t Au from surface
exposures (as disclosed in the Technical Report) . Excellent infrastructure with road access via
the provincial highway and proximity to the Canadian National Railway main line.
• Devon Project (Ni, Cu, PGEs): Located near Thunder Bay, Ontario, the Devon Project lies on the
Archean craton margin, covered by a sulphide -bearing sedimentary basin, a known ideal
geotectonic setting for major magmatic sulfide deposits. Target deposits are analogous to Eagle
& Eagle East, MI, USA Tamarack, MN, USA, and Voisey’s Bay Reed Brook Zone, NL (massive to
net textured high -grade Ni-Cu-PGE deposits) or Current Lake, Ontario (PGE -dominant, heavily
disseminated magmatic sulfides). Significant portions of the project remain underexplored
despite its favourable setting and road access.
• Whitton Project (Au, Ni, Cu, PGEs): Dominant land position in the Archean Heaven Lake
greenstone belt located in northwest Ontario. Numerous nickel and PGE occurrences as well as
potential for banded iron formation hosted gold mineralization.
• TooGood Project (Au): High-grade district-scale potential in Newfoundland with strong access
and infrastructure, with a successful drill campaign in 2025 identifying a 15 -km long target
corridor. Currently optioned to TooGood Gold Corp. (TSXV: TGC) (“TooGood”).
• Proprietary geological database relating to gold deposits in Ontario and Québec.
• Marketable securities consisting of 5,367,000 shares of TooGood, together with potential future
share option payments under an option agreement with TooGood.
• $150,000 of funding related to a government grant for the Devon Project.
In connection with the completion of the Acquisition, the Company has filed a technical report in
respect of the Savant Project titled “Geological Introduction to the Savant Property” with an effective
date of August 15, 2026 prepared by Steven Flank, MSc., P. Geo. with the TSX Venture Exchange (the
“TSXV”) under its applicable policies (the “Technical Report”) and a copy of the Technical Report is
available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
The Acquisition
The non-arm’s length Acquisition was completed effective September 2, 2026 through the
acquisition of Prospector’s wholly -owned subsidiary Lightning Exploration Corp. (formerly
Prospector Subco Ltd.) (“Subco”) in consideration for the issuance of 29,400,000 common shares
of Lightning (the “Consideration Shares”) pursuant to a share purchase agreement dated April 15,
2026, as amended July 31, 2026, among the Company, Prospector and Subco. Details of the
Acquisition were previously disclosed in the Company’s news releases dated April 16, May 20, July
31, and August 28, 2026. The Consideration Shares issued by Lightning pursuant to the Acquisition
are not subject to any statutory hold or restricted period under applicable Canadian securities laws
and no finder’s fees were paid in connection with the Acquisition.
The Financing
Following completion of the Acquisition, pursuant to an amalgamation agreement dated
June 11, 2026 between Lightning, Prospector, Subco and Lightning Subreceipt Financing Corp.
(“Finco”):
• Subco and Finco amalgamated and the amalgamated company became a wholly owned
subsidiary of Lightning (the “Amalgamation”);
• the 8,000,000 outstanding subscription receipts of Finco (the “ Subscription Receipts ”)
issued under the Financing (as defined below) were automatically converted into 8,000,000
units of Finco (the “Finco Units”);
• the Finco Units were exchanged for a total of 8,000,000 common shares of the Company
(“Lightning Shares”) and 4,000,000 warrants of the Company (“Lightning Warrants”); and
• the Financing Proceeds were released to the Company.
Each Lightning Warrant is exercisable to acquire one additional Lightning Share at a price of $0.62
until September 2, 2027, subject to acceleration in the event that the closing price of the Lightning
Shares on the TSX Venture Exchange (“TSXV”) is at or above $0.62 for ten consecutive trading days.
Details of the non -brokered private placement of the Subscription Receipts completed on
July 24, 2026 (the “ Financing”) were previously disclosed in the Company’s news releases dated
May 28, July 27 and August 28, 2026.
Finders’ fees in the aggregate amount of $180,000, representing 6% of the gross proceeds raised
from, the sale of Subscription Receipts to arm's length subscribers introduced by the finders, and
360,000 warrants of the Company ("Finder Warrants ") representing 6% of the number of
Subscription Receipts issued to arm's length subscribers introduced by the finders were paid upon
closing of the Acquisition . The Finder Warrants are non -transferable and otherwise have the same
terms as the Lightning Warrants.
Roger Richer, Director of Lightning, stated: “Lightning extends its sincere thanks to the directors who
are not continuing with the Company following the completion of this Acquisition. Mark Connelly’s
leadership, guidance and commitment over the years have been instrumental in advancing the
Company’s strategic objectives and positioning it for this next phase of growth. Tom Garagan has
brought exceptional depth to the Board through his extensive technical knowledge, industry insight
and unwavering dedication to the Company’s success. His thoughtful leadership and respected
voice have left a lasting impact on the organization. On behalf of the board and management of
Lightning, we acknowledge the valuable contributions of Mr. Connelly and Mr. Garagan and wish
them continued success.”
MI 61-101 Disclosure
Insiders of the Company (the “Participating Insiders”) participated in the Financing, subscribing for
a total of 50,000 Subscription Receipts, which have now converted into 50,000 Lightning Shares and
25,000 Lightning Warrants, for aggregate proceeds of $ 25,000. The issuance of these securities to
the Participating Insiders of the Company are “related party transactions” under the policies of the
TSXV and Multilateral Instrument 61 -101 Protection of Minority Security Holders in Special
Transactions (“MI 61-101”). The Company is 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 Lightning Warrants issued as there has not been any
necessity to do so. The Financing has been reviewed and unanimously approval by the Company’s
board of directors , including the independent directors. In accordance with TSXV policies, the
securities issued to the Participating Insiders are subject to a hold period expiring on January 3, 2027.
All other Lightning Shares and Lightning Warrants are free from resale restrictions under applicable
Canadian securities laws.
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 release.
About Lightning Resource Corp.
Lightning Resource Corp. is a Canadian, precious and base metals exploration company focused on
advancing its portfolio of high -potential mineral projects, while continuing to evaluate additional
acquisition opportunities. The Company’s immediate focus is exploration of the Savant Gold Project
with district-scale potential to host both iron formation –hosted and shear-hosted gold systems of
size. This is a proven mining region with current operations including the Red Lake and Musselwhite
mines. The Company also holds interest in gold and base metals exploration projects located in
Ontario, Newfoundland, Japan and Zambia.
On behalf of the Board of Directors,
Lightning Resource Corp.
Dr. Rob Carpenter, Ph.D., P.Geo.
Interim CEO, Director
For further information about Lightning Resource Corp. or this news release, please visit our website
at lightningresourcecorp.com or contact Lightning at 1-604-646-8356 or by email at
Forward-Looking Statement Cautions:
This press release contains certain “forward -looking statements” within the meaning of Canadian
securities legislation, including, but not limited to, the Company’s future exploration, development,
advancement and acquisition plans and the potential thereof. Although the Company believe that
such statements are reasonable, it can give no assurance that such expectations will prove to be
correct. Forward-looking statements are statements that are not historical facts; they are generally,
but not always, identified by the words “ex pects, ” “plans, ” “anticipates, ” “believes, ” “intends, ”
“estimates, ” “potential, ” and similar expressions, or that events or conditions “will, ” “would, ” “may, ”
“can, ” “could” or “should” occur, or are those statements, which, by their nature, refer to futur e
events. The Company cautions that forward-looking statements are based on the beliefs, estimates
and opinions of management of the Company on the date the statements are made and they involve
a number of risks and uncertainties. Consequently, there can be no assurances that such statements
will prove to be accurate and actual results and future events could differ materially from those
anticipated in such statements. Except to the extent required by applicable securities laws and the
policies of the TSXV , the Company undertakes no obligation to update these forward -looking
statements if management’s beliefs, estimates or opinions, or other factors, should change. Factors
that could cause future results to differ materially from those anticipated in these forward -looking
statements include, and are not limited to, risk of accidents and other risks associated with mineral
exploration operations; the risk of encountering unanticipated geological factors; or the possibility
that the Company may not be able to secure permitting and other agency or governmental
clearances, necessary to carry out exploration plans, risk of political uncertainties and regulatory or
legal changes in the jurisdictions where the Company carries on its business that might interfere with
the Company’s business and prospects. The reader is urged to refer to the Compan y’s reports,
publicly available through the Canadian Securities Administrators’ System for Electronic Document
Analysis and Retrieval (SEDAR+) at www.sedarplus.ca for a more complete discussion of such risk
factors and their potential effects.