Prospector Completes Disposition of Non- Yukon Assets to Lightning Resource and Confirms Record Date for Return of Capital
Prospector Completes Disposition of Non-
Yukon Assets to Lightning Resource and
Confirms Record Date for Return of Capital
Vancouver, British Columbia--(Newsfile Corp. - September 2, 2026) -
Prospector Metals Corp.
(TSXV: PPP) (OTCQB: PMCOF) (FSE: 1ET0) ("
Prospector
" or the "
Company
") today announced it
has completed the sale of its non-Yukon assets to Lightning Resource Corp. (formerly BeMetals
Corp.) (TSXV: LTNG) ("
Lightning
"), previously announced the Company's news releases dated April
16, May 20, July 31, 2026 and August 28, 2026 (the "
Transaction
"). 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 Corp.;
(iii) Prospector's proprietary geological database; and (iv) $150,000 in cash, in consideration for the
issuance of 29,400,000 common shares of Lightning (the "
Consideration Shares
") to Prospector.
No
finder's fees were paid in connection with the Transaction.
Dr. Robert Carpenter, Co-Chairman and CEO of Prospector, and Chairman and Interim CEO of
Lightning Resources Corp. 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 29,400,000
common shares of Lightning, representing approximately 43.98% 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+ at
www.sedarplus.ca
.
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 September 4, 2026 as the record date for the Return of Capital (the
"
Record Date
")
.
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 September 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 8,000,000 subscription receipts ("
Subscription
Receipts
") previously issued in connection with the closing of the subscription receipt offering (the
"
Offering
") completed by Prospector's previous subsidiary, Lightning Subreceipt Financing Corp. have
automatically been converted, and have been exchanged for an aggregate of 8,000,000 common shares
of Lightning ("
Lightning Shares
") and share purchase warrants ("
Warrants
") exercisable to acquire an
aggregate of 4,000,000 common shares of Lightning at a price of $0.62 until September 2, 2027,
subject to acceleration.
Insiders of the Company and Lightning (the "
Participating Insiders
") 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 C$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 ("
MI 61-101
"). 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 Corp. 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 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
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.
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
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 plans with respect to the Company's
projects, including the ML Project, and the timing related thereto of the drill program, the merits of the
Company's projects, the Company's objectives, plans and strategies, and other project opportunities.
Although the Company believes 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 Company
cautions that Forward-looking statements are based on the beliefs, estimates and opinions of the
Company's management 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 TSX Venture
Exchange, 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 Transaction, including the risk that all requisite regulatory and corporate
approvals may not be received,
changes to the Record Date or Payment Date, risk of accidents and
other risks associated with mineral exploration operations, the risk that the Company will encounter
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 the Company's
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 Company'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 US NEWS WIRE SERVICES OR FOR DISSEMINATION INTO THE
USA
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/312494