Prospector Completes Return of Capital
Prospector Completes Return of Capital
Vancouver, British Columbia--(Newsfile Corp. - September 11, 2026) -
Prospector Metals Corp.
(TSXV: PPP) (OTCQB: PMCOF) (FSE: 1ET)
("
Prospector
" or the "
Company
") today announced it
has today completed the return of capital previously announced in the Company's news releases dated
April 16, May 20, July 31 August 28, and September 2, 2026 (the "
Return of Capital
") and
Lightning
Resource Corp.
("
Lightning
) (TSXV: LTNG) (OTCQB: BMTLF) (FSE: 1OI1) announces early warning
disclosure of certain insiders of Lightning pursuant to the Return of Capital.
As previously disclosed, pursuant to the Return of Capital, Prospector has disposed of ownership and
control of 29,400,000 common shares (the "
Lightning Shares
") of Lightning (Suite 3400 - 666 Burrard
St., Vancouver, B.C. V6C 2X8) 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 Lightning Share for each common share of Prospector
held at a deemed price of $0.52 per Lightning Share.
All fractional Lightning Shares were rounded down
to the nearest whole Lightning Share with no consideration being provided for the fractional Lightning
Shares cancelled.
Immediately prior to the Return of Capital, Prospector held ownership and control over 29,400,000
Lightning Shares, representing approximately 43.98% of the issued and outstanding common share in
the capital of Lightning. Following completion of the Return of Capital, Prospector holds ownership or
control over zero (0) (0%) of the issued and outstanding common shares of Lightning. Prospector
currently has no present intention to acquire any additional common shares or other securities in the
capital of Lightning, however, may in the future acquire additional securities a in the capital of Lightning
in connection with a corporate transaction involving Prospector or any of its affiliates, as market
circumstances may warrant.
The prospectus exemption relied on by Prospector for the distribution of the
common shares of Lightning under the Return of Capital is Section 2.31(2) of National Instrument 45-106
-
Prospectus Exemptions
. A copy of the Early Warning report filed by Prospector in connection with
disposition pursuant to the Return of Capital will be available on Lightning's SEDAR+ profile and may
also be obtained by contacting Danica Topolewski, Corporate Secretary of Prospector at +778-726-
3356.
Lightning has been advised by B2Gold Corp. ("
B2Gold
") that it has acquired 5,464,904 Lightning
Shares in the Return of Capital distribution, subject to rounding on settlement. Prior to the Return of
Capital, B2Gold held 10,872,629 common shares of Lightning, representing approximately 36.93% of
the Lightning's issued and outstanding common shares as of September 1, 2026. As previously
announced on September 2, 2026, Lightning issued the 29,400,000 Lightning Shares to Prospector as
consideration for the acquisition of Prospector's non-Yukon Assets and issued 8,000,000 common
shares in connection with the Financing (as defined and described in the Lightning's news release dated
September 2, 2026). As a result of those share issuances, B2Gold's ownership interest in Lightning was
diluted to approximately 16.27% on a non-diluted basis. Immediately following the Return of Capital,
B2Gold holds 16,337,533 common shares of Lightning, representing approximately 24.44% of
Lightning's currently issued and outstanding common shares on a non-diluted basis. B2Gold has
acquired the common shares of Lightning for investment purposes as part of its strategy of acquiring
strategic positions in prospective opportunities. B2Gold will evaluate its investment in Lightning from
time to time and may, based on such evaluation, market conditions and other circumstances, increase or
decrease shareholdings as circumstances require through market transactions, private agreements or
otherwise. The prospectus exemption relied on by Prospector for the distribution of the common shares
of Lightning under the Return of Capital is Section 2.31(2) of National Instrument 45-106 -
Prospectus
Exemptions
. A copy of the Early Warning report filed by B2Gold in connection with the Return of Capital
will be available on Lightning's SEDAR+ profile and may also be obtained by contacting Jacqlin
Anthony, Vice President General Counsel of B2 Gold at +1 604-681-8371. B2Gold's head office is
located at Suite 3400 - 666 Burrard Street, Vancouver, BC, V6C 2X8.
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
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 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. Lightning'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. Lightning
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
.
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.
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 and B2Gold's plans with respect to the
common shares of Lightning, the respective objectives, plans and strategies, and other project
opportunities of the Company and/or Lightning. Although each of the Company and Lightning 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 and Lightning caution 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 and Lightning
undertake no obligation to update these forward-looking statements if their respective 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 risk that the
Company and/or Lightning will encounter unanticipated geological factors, or the possibility that the
Company and/or Lightning may not be able to secure permitting and other agency or governmental
clearances, necessary to carry out the such company's exploration plans, risk of political uncertainties
and regulatory or legal changes in the jurisdictions where each carries on its business that might
interfere with the Company's business and prospects. The reader is urged to refer to the companies'
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/313954