Prospector and BeMetals Announce Subscription Receipt Financing
Prospector and BeMetals Announce
Subscription Receipt Financing
Vancouver, British Columbia--(Newsfile Corp. - May 28, 2026) -
Prospector Metals Corp.
(TSXV:
PPP) (OTCQB: PMCOF) (FSE: 1ET0)
("
Prospector
") and BeMetals Corp.
(TSXV: BMET) (OTCQB:
BMTLF) (FSE: 1OI.F)
("
BeMetals
" and, together with Prospector, the "
Companies
") today announced
that the Companies will be completing a non-brokered private placement (the "
Offering
") of up to
8,000,000 subscription receipts (the "
Subscription Receipts
") at a price of $0.50 per Subscription
Receipt for aggregate proceeds of up to $4,000,000.
The Offering is being undertaken in connection with the previously announced acquisition of assets
pursuant to the share purchase agreement dated April 15, 2026 between the Companies and
Prospector Subco Ltd. ("
Subco
") whereby BeMetals will acquire all of the issued and outstanding
shares of Subco, a wholly-owned subsidiary of Prospector which will hold Prospector's remaining viable
non-Yukon mineral exploration projects (the "
Transaction
"), in exchange for 29,400,000 common
shares of BeMetals (the "
Consideration Shares
") (see the Companies' news releases dated April 16,
2026 and April 20, 2026, respectively).
As previously announced, in connection with the closing of the Transaction, BeMetals will change its
name to Lightning Resource Corp. (the "
Resulting Issuer
") prior to closing and reconstitute its board of
directors upon closing of the Transaction.
Details of the Offering
The Subscription Receipts will be issued by Lightning Subreceipt Financing Corp. ("
Finco
"), a private
wholly-owned British Columbia subsidiary of Prospector. The gross proceeds from the Offering (the
"
Subscription Proceeds
") will be held by Finco in escrow pending satisfaction of certain escrow
release conditions (the "
Escrow Release Conditions
") to be set out in the subscription agreements for
the Subscription Receipts (the "
Subscription Agreements
") on or before July 31, 2026 (the "
Escrow
Deadline
"), as such deadline may be extended in accordance with the terms and conditions of the
Subscription Agreement. The Escrow Release Conditions include, among other things, receipt of all
requisite approvals the TSX Venture Exchange (the "
TSXV
") for the Transaction and the Offering,
obtaining an order of the Supreme Court of British Columbia ("
Court Approval
") permitting the
pro rata
distribution by Prospector of the Consideration Shares to its shareholders as a return of capital, and the
concurrent closing of the Transaction.
Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt will automatically
convert into one unit of Finco (a "
Finco Unit
") on a 1:1 basis and the proceeds from the Offering will be
released from escrow to Finco. Each Finco Unit will consist of one (1) common share of Finco (a "
Finco
Share
") and one-half of (1) common share purchase warrant (each whole such warrant a "
Finco
Warrant
"), with each Finco Warrant exercisable to acquire one additional Finco Share (a "
Finco
Warrant Share
") at a price of $0.62 for a period of one year from the date on which the Subscription
Receipts are converted into Finco Units,
subject to acceleration in the event that the closing price of the
common shares of the Resulting Issuer (each, a "
Resulting Issuer Share
") on the TSXV is at or above
$0.62 for ten consecutive trading days. If the Escrow Release Conditions are not met by the Escrow
Release Deadline, the aggregate Subscription Proceeds will be returned to subscribers without
deduction.
In connection with the Offering, BeMetals, Subco and Finco will enter into an amalgamation agreement
whereby the parties will complete a three-cornered amalgamation, resulting in Finco and Subco
completing an amalgamation and each outstanding Finco Share will be exchanged for one Resulting
Issuer Share and each Finco Warrant will be exchanged for a warrant of the Resulting Issuer (a
"
Resulting Issuer Warrant
") having identical terms to the Finco Warrants.
The Subscription Receipts, Finco Shares and Finco Warrants will be subject to an indefinite statutory
hold period in Canada. The Resulting Issuer Shares and Resulting Issuer Warrants issued upon
exchange of the Finco Shares and the Finco Warrants will not be subject to any statutory hold or
restricted period under applicable Canadian securities laws.
Subject to applicable securities laws and TSXV approval, the Company may pay a finder's fee or
commission, which may include cash and/or warrants to certain persons, subject to securities laws and
TSXV approval. The net proceeds from the Offering will be used for exploration and development of the
acquired assets pursuant to the Transaction, to identify and evaluate new opportunities, and for general
working capital and administrative purposes.
Closing of the transaction is subject to the satisfaction of certain closing conditions, including the
approval of the TSXV, shareholders of BeMetals, as well as Court Approval.
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 Prospector Metals Corp.
Prospector Metals Corp. is a proud member of Discovery Group. Prospector is focused on district
scale, early-stage exploration of gold and base metal prospects. Creating
shareholder value through
new discoveries, Prospector identifies underexplored or overlooked mineral districts displaying
important structural and mineralogical occurrences similar to more established mining operations. The
majority of acquisition activity occurs in Yukon and Ontario, Canada - Historical mining jurisdictions with
an abundance of overlooked geological regions possessing high mineral potential. Prospector is
currently concentrating its efforts on its ML Project in the Yukon where it has discovered a high-grade
gold-copper-silver zone (see news release dated October 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.
On behalf of the Board of Directors,
Prospector Metals Corp
.
Dr. Rob Carpenter, Ph.D., P.Geo.
President & CEO
For further information about Prospector Metals Corp. or this news release, please visit our website at
prospectormetalscorp.com
or contact Prospector at 1-778-819-5520 or by email at
.
Prospector Metals Corp. is a proud member of Discovery Group
TM
. For more information please visit:
discoverygroup.ca
About BeMetals Corp.
BeMetals 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 copper and gold exploration projects located in Zambia and Japan,
respectively. BeMetals is led by an experienced team and is supported by a strategic shareholder,
B2Gold with approximately 37% current ownership interest.
On behalf of the Board of Directors,
BeMetals Corp
.
Kristen Reinertson
Interim CEO, Director
For further information about BeMetals Corp. or this news release, please visit our website at
bemetalscorp.com
or contact BeMetals at 1-604-908-4495 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 Companies' plans with respect to their respective
projects, the Transaction and the Offering and the use of proceeds therefrom. Although the Companies
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 "expects," "plans," "anticipates," "believes," "intends,"
"estimates," "projects," "aims," "potential," "goal," "objective,", "strategy", "prospective," 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 future events. The Companies caution that Forward-
looking statements are based on the beliefs, estimates and opinions of management of the Companies
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 the risks associated with the Share Purchase Agreement
and the transactions contemplated therein, including the Transaction and the Offering; the risk that
requisite regulatory, court and shareholders approvals may not be received; the risk that conditions to
closing of the Transaction and/or Offering may not be satisfied in a timely manner or at all; the risk of
accidents and other risks associated with mineral exploration operations; the risk of encountering
unanticipated geological factors; or the possibility that either or both Companies 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 each of
the Companies carries on its business that might interfere with the company's business and prospects.
The reader is urged to refer to the Companie'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.
UNITED STATES ADVISORY. The securities referred to herein have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), have been
offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated
under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the
account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States
Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from
the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the
securities must not be conducted unless in accordance with the U.S. Securities Act. This press release
shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be
any sale of securities in the state in the United States in which such offer, solicitation or sale would be
unlawful.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAWS
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/299340