Prospector completes asset sale to Lightning Resource; sets record date for capital return
Key facts
- Financing
- Sep 2 close
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.
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