Panorama enters LOI to acquire Mogul as QT

Executive Summary

• Panorama Capital Corp. has entered into a non-binding letter of intent to acquire Mogul Mountain Ventures Corp. in a proposed reverse takeover transaction, which will result in Mogul becoming the surviving public entity.
• The transaction involves a share consolidation for Panorama (1 new share for every 3 old shares) and a concurrent private placement to fund exploration, with completion targeted by May 31, 2026.
• The combined entity will focus on the Rays-West Dome project, a 5,000+ acre gold-silver exploration property in Nevada’s Tonopah trend, with plans for a maiden drill program of up to 5,000 meters in 2026.

Key Details

• Transaction Structure:
  • Type: Reverse takeover via a three-cornered amalgamation under the Business Corporations Act (British Columbia).
  • Ownership: Current Mogul shareholders will own a majority of the issued and outstanding common shares in the resulting issuer.
  • Share Consolidation: Panorama will consolidate common shares on a basis of one (new) Panorama share for every three (old) Panorama shares.
  • Current Share Counts: 11,227,685 Panorama shares, 1,122,768 Panorama stock options, nil warrants; 44,806,508 Mogul shares, nil options, nil warrants.
  • Listing: The combined entity will be listed as a Tier 2 mining issuer on the TSX Venture Exchange.
  • Name: The resulting issuer will likely be named Mogul Mountain Ventures Corp.
• Financial Terms & Financing:
  • Bridge Loan: Panorama advanced $25,000 to Mogul as an unsecured loan at 12% per annum, repayable if the definitive agreement is not signed by Feb. 27, 2026, or the transaction does not close by May 31, 2026.
  • Additional Financing: Upon signing the definitive agreement, Panorama will advance a further $75,000, converting the loan to a secured loan.
  • Concurrent Private Placement: Mogul will complete a private placement concurrent with the transaction; detailed terms to be disclosed later. Net proceeds will fund the maiden drill program and working capital.
  • Finders' Fees: Mogul and Panorama may pay finders' fees for the financing and transactional assistance, details to be disclosed later.
• Project Assets (Rays-West Dome):
  • Location: Tonopah trend, Nevada, approximately 75 km south of Kinross's Round Mountain mine.
  • Land Package: Over 5,000 acres, including the Rays property (~4,700 acres) and West Dome property (~720 acres).
  • Historical Production: Historic district produced ~175 million oz silver and 1.86 million oz gold.
  • Infrastructure: 7,000 feet of historic underground workings, major shafts, and a 1,700-foot development tunnel.
  • Exploration Potential: Two systems—Orogenic gold-silver lodes at Rays (no modern drilling) and Epithermal gold-silver system at West Dome (supported by historical drilling).
• Exploration Plans:
  • Maiden Drill Program: Up to 5,000 meters planned for 2026 on drill-ready targets, subject to permitting.
  • Historical Data: West Dome has 37 historical drill holes. Rays has strong surface geochemistry with samples exceeding 1 g/t Au (including >6 g/t and >12 g/t).
• Management & Board:
  • New Board Slate: Andy Edelmeier (CEO), Michael Kobler (President), Simon Clarke, Jeremy South, and Alastair McIntyre.
  • Existing Panorama directors and officers are expected to resign upon completion.
• Conditions Precedent:
  • Execution of definitive agreement by Feb. 27, 2026.
  • Completion of concurrent financing.
  • Approval by directors and shareholders (if required).
  • Regulatory and exchange approvals.
  • Satisfactory due diligence.
• Trading Status:
  • Trading in Panorama shares has been halted and is expected to remain halted until the completion of the transaction.

Notable Quotes

• Andy Edelmeier, CEO of Mogul: "The proposed transaction is a major milestone for Mogul and comes at an opportune time in a robust precious metals environment. It is a clear path to the public markets by partnering with a capable and experienced group with public markets and mining expertise."
• Carson Sedun, CEO of Panorama: "Mogul represents exactly the type of opportunity Panorama has been looking for: high-quality assets in a Tier 1 jurisdiction with exciting exploration potential backed by capable, experienced people we trust."