Mogul Mountain Completes Qualifying Transaction, Completes Concurrent Financings of $7 Million and Announces Expected Trading Date Of 'Mogl' on TSX Venture Exchange
Highlights:
-
Mogul completes Qualifying Transaction with Panorama Capital, creating a new Nevada-focused gold-silver exploration company.
-
Concurrent financings of aggregate gross proceeds of approximately C$7 million, providing a strong treasury to advance exploration and drilling at its 100%-owned Rays–West Dome Project.
-
Trading expected to commence on the TSX Venture Exchange under the symbol “MOGL” on September 1, 2026.
Vancouver, BC – TheNewswire - August 28, 2026 – Mogul Mountain Ventures Corporation (TSX.V:MOGL) (“Mogul” or the “Company”), formerly Panorama Capital Corp. (“Panorama”), is pleased to announce that it has completed the previously announced business combination (“Transaction”) among the Company, 1578367 B.C. Ltd. (“Subco”), a wholly-owned subsidiary of the Company, and Mogul Mountain Ventures Corporation (“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 Corporation” (the “Name Change”) and the Company’s post-Consolidation (as defined below) common shares (each, a “Share”) are expected to commence trading on the TSX Venture Exchange (“TSXV” or the “Exchange”) under the new ticker symbol “MOGL” on September 1, 2026.
Mogul’s incoming CEO Andy Edelmeier stated, “We are excited to complete this transaction and begin Mogul’s next chapter as a public company on the TSXV. With a strong treasury and experienced team, our focus now turns to advancing our planned drilling and exploration programs on our 100% 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 advisors for their support in reaching this important milestone.”
Panorama’s former CEO & 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 TSXV 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 TSXV under the symbol ‘MOGL’.”
Concurrent Financings
In connection with the Transaction, Mogul Privco has completed a non-brokered private placement offering of subscription receipts (each, a “Subscription Receipt”) pursuant to which Mogul Privco has issued 18,051,650 Subscription Receipts at a price of C$0.35 per Subscription Receipt for gross proceeds of C$6,318,078.85 (the “Subscription Receipt Offering”). Immediately prior to completion of the Transaction, each Subscription Receipt was automatically converted into one common share in the capital of Mogul Privco (a “Mogul Privco Share”) and the Mogul Privco Shares were exchanged for post-Consolidation Shares on a one-for-one basis.
In addition, in connection with the Transaction, Panorama has completed a non-brokered private placement offering of post-Consolidation Shares pursuant to which Panorama has issued 1,952,277 Shares at a price of C$0.35 per Share for gross proceeds of C$683,296.95 (the “Share Offering”). The Shares issued under the Share Offering are subject to a hold period expiring December 29, 2026.
In connection with completion of the Subscription Receipt Offering and the Share Offering, finders’ fees of C$159,774.98 were paid to certain arm’s length third parties (each, a “Finder”) who assisted in introducing subscribers to the Offering and Share Offering and 456,499 non-transferable share purchase warrants (each, a “Finders’ Warrant”) were issued to Finders, with each Finders’ Warrant exercisable to acquire one Share at an exercise price of C$0.35 until August 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 post-consolidation Share for every three (3) pre-consolidation Shares (the “Consolidation”). 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 number is CA6080151039.
Transaction
Pursuant to the terms of a definitive amalgamation agreement (the “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 post-Consolidation 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+ at www.sedarplus.ca, as well as Panorama’s news releases dated January 5, 2026 (here) , March 2, 2026 (here) and May 28, 2026 (here).
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 Andy Edelmeier, CEO; 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, Michael 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, California, USA acquired 8,242,156 Shares and 625,000 stock options to acquire Shares representing approximately 11.8% of the issued and outstanding Shares on a non-diluted basis and 12.6% 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 (an “EWR”) pursuant to applicable securities laws in connection with the completion of the Transaction. A copy of the EWR, to which this news release relates, will be available under the Company’s SEDAR+ profile at www.sedarplus.ca, or by contacting the Company.
TSXV Listing
The Company has filed a filing statement dated July 30, 2026 (the “Filing Statement”) available under the Company’s SEDAR+ profile at www.sedarplus.ca. 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 TSXV as a Tier 2 Mining issuer under the ticker “MOGL”. Trading in the Shares is currently halted pending completion of customary filings with the TSXV in respect of the Transaction. Trading is expected to resume on the TSXV on September 1, 2026 following completion of customary filings with the TSXV.
Escrowed Securities and Seed Share Resale Restrictions
The Company would like to clarify that 1,500,000 Shares held by Alison Sedun will be subject to Tier 2 escrow restrictions pursuant to applicable policies of the TSXV. 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 TSXV.
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%-owned, 5,000+ acre Rays–West Dome Project (the “Project”), is located approximately 12 km 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 datasets, 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 track record in exploration, capital markets, and value creation.
Qualified Person
David Flint, P.Geo., is a Qualified Person, as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects, for the Company and is a Technical Advisor to Mogul. He has reviewed and approved the technical information in this news release.
ON BEHALF OF MOGUL’S BOARD OF DIRECTORS:
Andy Edelmeier
CEO
Email: [email protected]
Phone: 604 897 8149
Cautionary Note Regarding Forward-Looking Information
This news release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities laws (collectively, “forward-looking information”). Forward-looking information is based on the beliefs, expectations and opinions of management of Mogul as of the date of this news release and is subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking information.
Forward-looking information in this news release includes, but is not limited to, statements regarding: the Transaction; receipt of final acceptance of the Transaction from the TSXV; the business, operations and exploration plans of the Company; and the advancement and exploration of Mogul’s mineral properties, including the Project.
Forward-looking information is often, but not always, identified by words or phrases such as “anticipate,” “believe,” “expect,” “intend,” “estimate,” “forecast,” “plan,” “potential,” “propose,” “project,” “seek,” “should,” “will,” “may,” “could,” “would,” “continue,” “subject to” and similar words and expressions suggesting future outcomes or statements regarding an outlook. Although Mogul believes that the expectations reflected in such forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct.
Forward-looking information contained in this news release is based on a number of material assumptions, including, without limitation, assumptions that: the parties will satisfy or waive all remaining conditions to completion of the Transaction within the anticipated timeframe; the Exchange will provide final acceptance of the Transaction and issue its final bulletin; all closing matters will be completed as anticipated; the Resulting Issuer Shares will commence trading on the Exchange under the symbol “MOGL”; the Resulting Issuer will have sufficient financial and other resources to carry out its proposed business and exploration plans; required permits and approvals will be obtained on acceptable terms and within expected timeframes; commodity prices, foreign exchange rates and general economic and capital market conditions will remain reasonably stable; and there will be no material adverse change affecting the Company or its assets and operations.
Forward-looking information is subject to numerous risks and uncertainties, including, without limitation: the risk that the TSXV may not provide final acceptance of the Transaction or may require additional conditions or amendments; delays in completing closing steps; delays in the commencement of trading of the Shares; the need for the Company to obtain additional financing in the future and the risk that such financing may not be available on acceptable terms or at all; exploration, permitting, operational, geological, environmental and regulatory risks; uncertainty regarding the results of exploration activities; the speculative nature of mineral exploration and the risk that exploration programs may not result in the discovery of commercially viable mineralization; changes in commodity prices, foreign exchange rates, costs, laws, regulations and government policies; title risks; competition for personnel, equipment and services; project delays, cost overruns and unanticipated costs and expenses; general economic, market and industry conditions; volatility in capital markets and the market price of the Company’s securities; and the other risks described in the Filing Statement and in the Company’s public disclosure available under its profile on SEDAR+.
There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Readers are cautioned not to place undue reliance on forward-looking information. The foregoing list of risks, uncertainties, assumptions and other factors is not exhaustive. The forward-looking information contained in this news release is provided as of the date hereof, and Mogul disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
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 press release.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Copyright (c) 2026 TheNewswire - All rights reserved.