Prospector Closes Subscription Receipt Financing Intended for Lightning Resource Corp.

Prospector Metals Corp. and BeMetals Corp. announced the closing of a $4,000,000 financing transaction executed through the issuance of 8,000,000 subscription receipts priced at $0.50 per receipt. The proceeds from this financing are currently held in escrow by Finco, pending the satisfaction of closing conditions which include final TSXV approval and a Court Order, or by July 31, 2026.

Upon the release of funds from escrow, the subscription receipts will convert on a 1:1 basis into Finco Units, each consisting of one share and 0.5 warrant. These warrants carry an exercise price of $0.62 per share and remain valid for one year, with an acceleration clause triggered if the shares trade at or above $0.62 for ten consecutive days.

The transaction structure involves BeMetals acquiring Prospector’s non-Yukon projects through a subsidiary. As part of this arrangement, BeMetals shareholders are set to receive 29,400,000 common shares as a return of capital. BeMetals shareholders approved the transaction and associated management changes on July 3, 2026, while the Supreme Court of British Columbia approved the return of capital on June 24, 2026. Final TSXV approval for the Transaction remains the primary pending condition for closing.

Finder's fees totaling $180,000 and 360,000 non-transferable warrants were paid in connection with the deal. Additionally, related party Michael Rockandel subscribed for 10,000 receipts, contributing $5,000 to the financing. The proceeds will be utilized to fund the exploration and development of the acquired assets, identify new opportunities, and support general working capital.

BeMetals Corp. (BMET) has completed a series of structural adjustments aimed at consolidating its operations and securing necessary capital. The company executed a 1-for-10 share consolidation in May 2026 to improve trading liquidity and price perception. This followed an April 16 announcement regarding the acquisition of Prospector's non-Yukon assets, including the Savant, Devon, Whitton, and TooGood projects, in exchange for 29.4 million shares. This transaction effectively doubled the share count and diluted existing holders by approximately 49.9%.

On May 28, BeMetals announced a $4 million capital raise explicitly tied to the merger. The financing closed on July 27, providing the new entity with immediate working capital and confirming the execution of the deal. The company’s management has shifted toward a Canadian-focused gold strategy, aligning with the Savant project's high-grade surface sampling results of 34.7 g/t Au. However, the merger represents a change in capital structure and asset portfolio rather than an operational breakthrough or the introduction of new exploration data.

The market’s reaction to these developments has been muted, with the stock price drifting from $0.62 in late May to $0.50. This movement suggests that the dilution effects and pending regulatory approval are already priced in by investors.

BeMetals Corp. (BMET) is a pre-revenue junior explorer with a multi-jurisdictional portfolio that is transitioning to a Canadian-focused gold strategy through the Prospector merger. The company’s flagship asset is the Savant Gold Project in Ontario, a district-scale position covering 24,197 hectares in the Wabigoon greenstone belt. Recent surface sampling at Wiggle Creek returned 34.7 g/t Au, while historic sampling reached 99.6 g/t Au. The project targets iron-formation-hosted gold mineralization similar to the Musselwhite mine.

BeMetals also holds secondary assets, including the Devon Project, which focuses on nickel, copper, and PGEs and has secured a $150k government grant; the Whitton Project, which targets gold, nickel, copper, and PGEs; and the TooGood Project, which is optioned to TooGood Gold Corp. and includes 5M shares of TooGood. The company’s corporate strategy involves a pivot to advanced-stage Canadian gold exploration, leveraging B2Gold's technical support and pipeline.