Panorama enters LOI to acquire Mogul as QT

Mr. Carson Sedun reports PANORAMA CAPITAL ANNOUNCES PROPOSED QUALIFYING TRANSACTION WITH MOGUL MOUNTAIN VENTURES CORPORATION, A NEVADA-FOCUSED GOLD-SILVER MINERAL EXPLORATION COMPANY Panorama Capital Corp. has entered into a non-binding letter of intent dated Dec. 19, 2025, to pursue the acquisition of Mogul Mountain Ventures Corp. If completed, the proposed transaction will result in a reverse takeover of the company by Mogul, an arm's-length privately held Nevada-focused gold-silver mineral exploration company focused on advancing the Rays-West Dome project in the Tonopah trend, Nevada. Highlights: Strategic location in an established mining jurisdiction, surrounded by active developers and producers: Nevada: second-ranked mining jurisdiction globally by the Fraser Institute in 2024; Rays-West Dome project: 100-per-cent-owned gold-silver project covering over 5,000 acres in Nevada's Tonopah trend, a historic precious metal district that has produced approximately 175 million ounces of silver and 1.86 million oz of gold; Located approximately 75 kilometres south of Kinross's Round Mountain mine with the following neighbours: Blackrock Silver's Tonopah West project, Silver47's Hughes project, and Viva Gold's Tonopah gold project, along with numerous other projects and mines; Experienced and invested board of directors and technical and management teams: Highly accomplished board of directors and management with a proven record in public markets, mining mergers and acquisitions, finance, and capital-raising expertise; Experienced geological and technical team with significant Nevada and large company experience, including multiple past discoveries and exits; 50-per-cent insider and associate ownership with over $5-million raised privately to date; Combination of two high-potential gold-silver systems: Orogenic gold-silver lodes at Rays property with extensive historical underground development with no modern drilling; Epithermal gold-silver system at West Dome supported by historical drilling and open at depth and along strike; Multiple discovery pathways within a consolidated district-scale land position; Historic mining district of Rays-West Dome: Historical gold and silver mining at Rays-West Dome (1902 to 1909), including large-scale mine development at five major areas with no significant modern exploration; Over 7,000 feet of historic underground workings, major shafts and a 1,700-foot-long development tunnel; Drill-ready targets for up-to-5,000-metre drill program: Up-to-5,000-metre maiden drill program planned for 2026 on drill-ready targets, including potential drilling from historic underground adits, subject to obtaining necessary permitting; Significant work programs completed on the project to date, including historical drilling data for 37 holes at West Dome, airborne geophysics, ground penetrating radar, geochemistry (1,000-plus soil/rock samples), detailed mapping and underground sampling; Close to established infrastructure with year-round project access: Located only 12 kilometres north of Tonopah, Nev. (one of Nevada's most prospective areas for gold-silver exploration) and only 3.5-hour drive from Las Vegas; Multiple drill-ready targets can be accessed year-round directly from roads; Skilled work force available nearby in Tonopah. "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," said Andy Edelmeier, co-founder, chief executive officer and director of Mogul. "We believe the Tonopah trend is one of the more compelling gold-silver districts in North America, and we have assembled a district-scale land position, anchored by extensive historical development and a robust modern data set. With two complementary gold-silver systems, multiple drill-ready targets, and an aligned technical and capital markets team, we believe Mogul is well positioned to create value through systematic exploration and discovery." "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. The Mogul team has assembled a large, exciting project package surrounded by notable companies and has completed methodical exploration work in one of Nevada's highly prospective gold-silver districts. These precious metal projects with district-scale potential in Tier 1 jurisdictions are increasingly scarce," said Carson Sedun, president, chief executive officer and director of Panorama. "We are excited about the geological potential and prospectivity of this asset package. Equally important, Mogul brings an experienced and highly credible board, and management and technical team with a proven track record in exploration discoveries. We look forward to working together to advance the transaction and the building of a successful exploration company in one of North America's most exciting prospective gold-silver belts." About Mogul Mountain Ventures Corp. Mogul is a privately held Nevada-focused gold-silver mineral exploration company advancing the district-scale Rays-West Dome project, located only 12 kilometres north of the town of Tonopah, Nev., in the Walker Lane and Tonopah trend. Nevada is consistently ranked among the world's top mining jurisdictions (second globally in 2024), offering established infrastructure, transparent permitting, year-round project access, and a long history of gold and silver discovery and production. Mogul has assembled over 5,000 acres across multiple historic mining districts, consolidating the former past-producing Rays and the West Dome mining areas into a single prospective land package. The project benefits from extensive historical development and a robust modern data set, including historic drilling, airborne magnetics, ground-based geophysics, detailed geological mapping, and more than 1,000 soil and rock samples. Mogul is well positioned with exposure to two complementary gold-silver systems: orogenic gold-silver lodes at Rays and a high-level epithermal gold-silver system at West Dome, providing multiple discovery pathways. Mogul is targeting a near-term maiden drill program of up to 5,000 metres, following permitting, to test multiple drill-ready targets across both systems. The company is led by an experienced management team and a board of directors with a strong record of discovery, value creation, mine development and public company leadership, with insiders and close associates holding more-than-50-per-cent ownership, ensuring strong alignment with shareholders. Rays property -- summary The Rays property is a cornerstone of Mogul's consolidated Rays-West Dome project, covering approximately 4,700 acres of mineral claims in Nevada's Walker Lane trend. The project encompasses multiple zones of known historical gold-silver mineralization and underexplored structural corridors with significant discovery potential. Geological and historical context The Rays area includes several past-producing mines from the early 1900s, operated by the historical Mogul Mining Company and Rays Consolidated Mines, which extracted high-grade gold and silver from quartz vein systems hosted in faulted and sheared Paleozoic rocks. While historical documentation is limited, early accounts reference multiounce-per-ton-silver grades and visible gold in hand specimens. Mogul geologists have identified five major areas of development (Priest, Rays North, Rangefront, Roosevelt and Ibex) on two distinct north-northwest- and north-oriented trends. Numerous additional adits and shafts have also been identified, including: (1) a 1,700-foot development tunnel; (2) three or four major vertical shafts (greater than 500 feet); (3) numerous shafts less than 300 feet deep; and (4) 7,000 feet of underground workings, as well as a camp at the mine site. Even with this strong mineral endowment and historical development, the Rays area has seen no modern exploration drilling, leaving major structural and geologic targets untested. Mineralization and structural framework The Rays target hosts orogenic gold-silver mineralization developed in Paleozoic metamorphic and igneous rocks, underneath a Tertiary volcanic package that elsewhere in the district is associated with epithermal systems. Mineralization is structurally controlled by a network of north-striking vertical faults, intersecting with northwest-trending shear zones, including the Rays, Voodoo and Blackmont shears. These structural intersections provide a favourable setting for the development of quartz-sulphide gold-silver veins and lodes, which appear laterally continuous within the shear zones. The primary structure, known as the Rays shear, extends for several kilometres, and hosts a system of splays and flexures -- ideal sites for deposition of high-grade mineralization. These structures cut various lithologies, including felsic volcanics, intermediate intrusions and metamorphic basement units, with alteration and brecciation consistent with both orogenic and hybrid epithermal mineral systems. Geochemical results and surface work The Rays corridor has returned strong gold and silver values in surface rock samples based on mapping and sampling by Mogul's geological team. Results are high grade, with numerous samples exceeding one gram per tonne gold (including samples greater than six g/t and greater than 12 g/t Au). Results also occur along strike and across a wide lateral area, providing evidence for an extensive mineralized system that Mogul intends to drill test. The high-grade rock chip samples are closely aligned with the interpreted shear zones, reinforcing the structural model and providing compelling support for coming drill targeting. West Dome property -- summary The West Dome property is a high-priority area within Mogul's consolidated Rays-West Dome project. West Dome lies immediately west/southwest of the Rays property and encompasses an approximately 720-acre claim package, with a history of past exploration and drilling. Geological setting and target style West Dome is characterized as a classic low-sulphidation epithermal vein system hosted within a Tertiary volcanic sequence, including andesitic to rhyolitic flows and tuffs. Structurally, the area features west-northwest- and east-northeast-trending veins, often intersecting to form dilation zones and vein swarms -- ideal conditions for the formation of bonanza-style precious metal shoots. Surface mapping has identified quartz veins, stockworks and breccias with epithermal textures, including bladed calcite, silica replacement and clay alteration halos. This target style is analogous to high-grade systems seen elsewhere in the Walker Lane, and is distinct from the structurally deeper, shear-hosted mineralization at nearby Rays. Historical drilling and intercepts West Dome is supported by an extensive historical drilling database, comprising more than 37 reverse circulation and diamond drill holes completed between the 1980s and early 2000s. These programs targeted near-surface epithermal vein zones and returned a number of encouraging gold intercepts, including 10.39 grams per tonne gold over five feet (within 7.48 g/t Au over 10 ft), 2.37 g/t Au over 25 ft, 0.85 g/t Au over 50 ft and 0.54 g/t Au over 25 ft. The historical results confirm the presence of significant epithermal gold mineralization, which remains open along strike and at depth. Mogul intends to build on this foundation by applying modern structural interpretation and geochemical targeting to expand and test these zones through future drilling. Directors and officers It is anticipated that the board of directors of the company will comprise a slate of five directors, who will be appointed by Mogul. Upon completion of the proposed transaction, it is anticipated that all the existing directors and officers of Panorama will resign, and the management and board of directors of the resulting issuer will include the persons identified below. Andy Edelmeier, CPA, CMA, MBA -- co-founder, chief executive officer and director -- Vancouver, B.C. Mr. Edelmeier has 30 years experience in finance and investments. He is a co-founder of several companies in mining and technology. He was a co-founder, director and chief financial officer of M2 Cobalt, a cobalt and copper exploration company in East Africa that was acquired by Jervois Global in 2019. For 16 years, he was an investment banker in London and New York for JP Morgan (vice-president), Credit Suisse First Boston and Strata Partners. His early career started at Deloitte as a senior consultant. He holds an MBA from the London Business School and a BBA degree, and is a CPA and CMA. Michael Kobler, BSc -- co-founder, president and director -- Sebastopol, Calif. Mr. Kobler originally discovered the properties which led to the creation of Mogul. He is a mining engineer by background, and started several successful mining and resource ventures. He is a founder and former chief executive officer of American Lithium, which had a market capitalization peak of $1.2-billion, and a co-founder and former CEO of OsumOil Sands Corp., which was acquired for approximately $400-million in 2021. He is a current director of United Lithium. He holds a BSc degree in mining engineering from Montana Tech. Simon Clarke, LLB -- director -- Vancouver, B.C. Mr. Clarke has over 30 years of experience in mining and energy. He is chair of Myriad Uranium with development assets in the western United States, and chief executive officer and director of American Critical Minerals, which has potash and lithium assets in Utah, United States. He was the previous CEO and director of American Lithium, which had a peak market cap of $1.2-billion. He is the former CEO/director of M2 Cobalt, a cobalt and copper exploration company in East Africa, which was acquired by Jervois Global in 2019, and was also the former CEO and director of Apollo Silver Corp., which focuses on advanced-stage silver projects in California and Mexico. He is also a co-founder, executive and director of OsumOil Sands, a Calgary-based oil sands producer of 20,000 barrels per day, which was acquired for approximately $400-million in 2021. He holds an LLB degree from Aberdeen University, Scotland. Jeremy South, CA, ICD.D -- director -- Vancouver, B.C. Mr. South is a senior financial and capital market executive in mining since 2005, with advisory, management and board roles. He has over 35 years of experience in M&A, finance, capital markets, and private equity in Europe, North America and Australia, with Deutsche Bank, NatWest Markets and Deloitte. Since 2018, he has acted as senior vice-president and chief financial officer at Steppe Gold, Mongolia's largest primary gold producer. For over 10 years ended December, 2016, he was the global leader, mining M&A advisory, at Deloitte. Mr. South is a qualified CA and holds the ICD.D designation. Alastair McIntyre, PGeo -- director -- Toronto, Ont. Mr. McIntyre is an accomplished metal and mining executive, and has held senior roles at leading resource banks, including Scotiabank, Natixis and Landesbanki (in Toronto, New York, Sydney and Hong Kong), where he executed hundreds of structured deals for metal producers and consumers globally. In addition, Mr. McIntyre has held numerous capital market and technical advisory roles, including senior managing director at Behre Dolbear Capital, responsible for providing support for numerous M&A transactions and initial public offerings. Prior to finance, he worked as an exploration and underground mine geologist. Mr. McIntyre currently serves as president, CEO and director of Altiplano Metals Inc., and he is a director of Vox Royalty. Mr. McIntyre holds MAusIMM, CP (Manitoba) and PGeo (limited) professional accreditations, and has a BSc (geology) and a BComm from Dalhousie University in Halifax. Gregg Sedun, LLB -- adviser -- Vancouver, B.C. Mr. Sedun, a venture capital professional, graduated with a bachelor of law degree (LLB) and has 42 years of industry-related experience. He was a former partner at the Vancouver law firm Rand Edgar Sedun, and specialized in the practice of corporate finance and securities law for 15 years until his retirement from law in 1997. Thereafter, Mr. Sedun founded two private venture capital firms, including Global Vision Capital Corp., where he continues to carry on venture capital investing today. Mr. Sedun has been active as an investor, venture capitalist, public company executive and/or director of over 40 companies during his career, having raised over $1-billion through hundreds of financings and creating over $5-billion in shareholder value in three major acquisitions, including Diamond Fields Resources (sold to Inco in 1996 for $4.3-billion), Peru Copper (sold to Chinalco in 2007 for $840-million) and Adastra Minerals (sold to First Quantum Minerals in 2006 for $275-million). Dr. Marcus Johnston, PhD -- senior geologist -- Reno, Nev. Dr. Johnston is an economic geologist with 25-plus years of Nevada experience with both major and junior exploration companies. He started his career with Newmont Corp. on the Carlin trend. He has led successful exploration programs for Newmont and Victoria Gold with discoveries at Cove (Premier Gold's Helen zone) and Mill Canyon (Barrick Gold's Goldrush area). Dr. Johnston identified the potential of a previously unrecognized class of mother-lode-style deposits in Nevada. He holds a PhD in economic geology from the University of Nevada, Reno. David Flint, PGeo -- technical adviser and qualified person -- Reno, Nev. Mr. Flint has 20 years experience at Freeport McMoRan, including a key role in the discovery, exploration and development of Indonesia's Grasberg mine adding a 500-million-tonne resource with notable copper and gold grades. His background in precious metal exploration includes Rio Tinto and Freeport McMoRan in the western United States. As vice-president, exploration, at Allied Nevada Gold, Mr. Flint led exploration programs adding 10 million oz gold and 450 million oz of silver at the Hycroft mine. He holds a master's degree in geology from the University of Nevada, Reno, and a bachelor's degree in geology from Eastern Washington University. Mr. Flint is a certified professional geologist with the American Institute of Professional Geologists. Bryan Kellie, PGeo -- consulting geologist -- Reno, Nev. Mr. Kellie is an exploration geologist with a focus on the western United States. Has over 12 years experience in Nevada precious metal exploration. Expertise spans drilling and remote exploration programs, geological mapping, GIS data management and analysis, and 3-D modelling. Mr. Kellie has worked on prominent metal and industrial mineral projects in Nevada, California and Idaho, and internationally in Serbia and Bosnia. He holds a bachelor of science in geology from the University of Nevada, Reno, and is a certified professional geologist with the AIPG. The proposed transaction Panorama intends that the proposed transaction will constitute its qualifying transaction, as such term is defined under Policy 2.4 of the TSX Venture Exchange, and that the combined entity will be listed as a Tier 2 mining issuer on the exchange. Upon completion of the proposed transaction, the company expects that the resulting issuer will be named Mogul Mountain Ventures Corp. or such other name as is acceptable to Mogul and the exchange, and will continue to carry on the business of Mogul as currently constituted. Summary of the qualifying transaction The letter of intent contemplates Panorama and Mogul undertaking an arm's-length business combination transaction, currently proposed to be completed by way of a three-cornered amalgamation under the Business Corporations Act (British Columbia). Following completion of the proposed transaction, the current securityholders of Mogul would own a majority of the issued and outstanding common shares in the capital of the resulting issuer, and Mogul will become a wholly owned subsidiary of the resulting issuer. In connection with the proposed transaction, it is anticipated that Panorama will consolidate its common shares on the basis of one (new) Panorama share for every three (old) Panorama shares. There are currently 11,227,685 Panorama shares, 1,122,768 Panorama stock options and nil warrants outstanding. There are currently 44,806,508 Mogul shares, nil Mogul stock options and nil Mogul warrants outstanding. Completion of the proposed transaction is subject to the satisfaction of various conditions that are customary for a transaction of this nature, including, but not limited to: (i) execution of a definitive agreement on or prior to Feb. 27, 2026; (ii) the completion of the concurrent financing (as defined below); (iii) the approval by the directors and shareholders (if required) of Panorama and Mogul; (iv) receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the exchange; and (v) the completion of satisfactory due diligence by each of the parties. There can be no assurance that the proposed transaction will be completed on the terms proposed above or at all. Subject to satisfaction or waiver of the conditions precedent referred to herein and in the definitive agreement, Panorama and Mogul anticipate the proposed transaction will be completed on or before May 31, 2026. As part of the LOI, Mogul and Panorama have agreed not to solicit or negotiate with any other entities in regard to a transaction similar to the proposed transaction. In addition, the LOI contemplates that the directors and officers of Panorama and the directors, officers and material shareholders of Mogul would enter into support agreements whereby they will agree to vote their Panorama shares or Mogul shares, as applicable, in favour of the proposed transaction and matters ancillary thereto at any meeting of the Panorama shareholders (as defined below) or Mogul shareholders called for such purpose. Upon signing the LOI and in accordance with exchange policies, Panorama advanced to Mogul $25,000 as an unsecured loan. The bridge loan shall bear interest at a rate of 12 per cent per annum, and shall be repayable in the event that the definitive agreement has not been entered into on or prior to Feb. 27, 2026, and if the proposed transaction has not been completed on or prior to May 31, 2026. It is anticipated that the bridge loan would be converted into a secured loan upon signing the definitive agreement and that Panorama would advance a further $75,000 to Mogul. It is anticipated that that Mogul will complete a private placement concurrent with the proposed transaction. The detailed terms of the concurrent financing will be disclosed in a subsequent news release. The net proceeds raised in the concurrent financing will be used to finance continuing exploration, including a maiden drill program at Rays-West Dome and for general working capital purposes. Sponsorship of the qualifying transaction Sponsorship of a qualifying transaction of a capital pool company is required by the exchange unless exempt therefrom in accordance with the exchange's policies. Given the size and nature of the proposed transaction, Panorama intends to apply for an exemption from the sponsorship requirements pursuant to the policies of the exchange. If the exemption is not granted by the exchange, then Panorama would be required to engage a sponsor. Trading halt At the company's request, trading in Panorama's shares has been halted by the exchange. Trading is expected to remain halted until, at the earliest, the completion of the proposed transaction. New incentive stock option plan Following completion of the transaction, the resulting issuer is expected to implement a new incentive stock option plan, the terms and conditions of which will be implemented and determined by the board of directors of the resulting issuer. General Other than adjustments required to reflect the consolidation, none of the terms of any outstanding securities of Panorama would be amended, and the resulting issuer will honour all of Panorama's existing obligations to issue securities, including, without limitation, the share purchase warrants issued in connection with Panorama's initial public offering and all outstanding stock options. The approval of the holders of Panorama shares is not anticipated to be required to approve the proposed transaction. Mogul may pay finders' fees in connection with the concurrent financing, the details of which will be disclosed in a subsequent news release. In addition, Panorama may pay finders' fees to an arm's-length party in connection with the identification of and transactional assistance with respect to the proposed transaction. About Panorama Capital Corp. Panorama is a capital pool company. Prior to entering into the LOI, Panorama did not carry on any active business activity other than reviewing potential transactions that would qualify as Panorama's qualifying transaction. As at Nov. 30, 2025, Panorama had cash on hand of $230,368. About Mogul Mountain Ventures Corp. All information in this news release relating to Mogul is the sole responsibility of Mogul. Management of Panorama has not independently reviewed this disclosure, nor has Panorama's management hired any third party consultants or contractors to verify such information. Mogul is a Canadian-based gold-silver mineral exploration company focused on high-potential gold and silver assets in Nevada's prolific Walker Lane trend. The company's flagship project, the 5,000-plus-acre Rays-West Dome project, is located 12 kilometres north of the historic Tonopah mining district, and consolidates multiple brownfield targets with historic mine operations, high-grade surface samples and large-scale structural features. Mogul is advancing two complementary mineral systems: orogenic gold-silver mineralization hosted in basement rocks at the Rays target and epithermal-style veining within Tertiary volcanics at West Dome. With robust geophysical and geochemical support, visible gold at surface and a drill-ready structural corridor extending over multiple kilometres, Mogul is well positioned for discovery. Mogul is led by an experienced team with a strong record in exploration and capital markets. Cautionary note As noted above, completion of the proposed transaction is subject to a number of conditions, including, without limitation, approval of the exchange, approval of the shareholders of Mogul and Panorama, and completion of the concurrent financing. Where applicable, the proposed transaction cannot close until the required approvals have been obtained. There can be no assurance that the proposed transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the disclosure document containing full, true and plain disclosure regarding the proposed transaction, required to be filed with the securities regulatory authorities having jurisdiction over the affairs of the company, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. The trading in the securities of Panorama on the exchange, if reinstated prior to completion of the proposed transaction, should be considered highly speculative. Qualified person David Flint, PGeo, is a qualified person as defined by National Instrument 43-101, is an independent technical adviser to Mogul, and has reviewed and approved the technical information in this news release We seek Safe Harbor.