Prospector Metals and Lightning Resource Corp. Provide Update on Transaction
Prospector Metals and Lightning Resource
Corp. Provide Update on Transaction
Vancouver, British Columbia--(Newsfile Corp. - July 31, 2026) -
Prospector Metals Corp.
(TSXV:
PPP) (OTCQB: PMCOF) (FSE: 1ET0)
("
Prospector
") and Lightning Resource Corp. (formerly
BeMetals Corp.)
(TSXV: LTNG) (OTCQB: BMTLF) (FSE: 1OI.F)
("
Lightning
" and, together with
Prospector, the "
Companies
") in connection with Lightning Resources Corp. commencing trading at
the market open under its new name and stock symbol "
LTNG"
, the Companies
today announced that
they have agreed to extend (i) the Escrow Deadline (as defined herein) for the previously announced
non-brokered private placement of subscription receipts (the "
Offering
"); and (ii) the outside date for the
completion of the previously announced acquisition of assets pursuant to the share purchase agreement
dated April 15, 2026 between the Companies and Lightning Exploration Corp. (formerly 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 each case August 31, 2026.
As previously announced, the Offering was completed on July 24, 2026, pursuant to which 8,000,000
subscription receipts (the "
Subscription Receipts
") of Lightning Subreceipt Financing Corp. ("
Finco
"),
a wholly-owned subsidiary of Prospector were issued for aggregate gross proceeds of $4,000,000. The
gross proceeds of the Offering are held in escrow pending satisfaction of certain escrow release
conditions on or before the July 31, 2026, or such later date as the Companies may agree (the "
Escrow
Deadline
"). The Companies, Finco and Subco have entered into an escrow deadline extension
agreement dated July 31, 2026 pursuant to which the Escrow Deadline has been extended to August 31,
2026.
In addition, the Companies and Subco have entered into a first amendment to the share purchase
agreement dated April 15, 2026 (the "
Share Purchase Agreement
") pursuant to which the outside
date by which the closing of the Transaction must occur has been extended to August 31, 2026.
Except as described above, all other terms of the Transaction and the Offering remain unchanged. The
Companies continue to work toward completion of the Transaction and will provide further updates in
accordance with applicable securities laws and the policies of the TSX Venture Exchange.
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 Lightning Resource Corp.
Lightning Resources Corp. (formerly BeMetals 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 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,
Lightning Resource Corp.
Kristen Reinertson
Interim CEO, Director
For further information about Lightning Resource Corp. or this news release, please visit our website at
bemetalscorp.com
or contact Lightning 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. 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 approvals may not be
received; the risk that conditions to closing of the Transaction and/or escrow release conditions 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 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 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/307547